Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; 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 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 consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (xi) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required in connection with any for the assignment of Term Loans to a then-existing Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y) such ), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its their sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; 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 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 consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (xi) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required in connection with any for the assignment of Term Loans to a then-existing Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y) such ), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its their sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Xxxxxx.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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; providedeach, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, all or any ratable part a portion of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent, the Issuing Lender and the Borrowers (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrowers’ consent shall not be required in the event an Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender’s rights and related information obligations under this Agreement, (iii) unless otherwise waived by the Borrowers and the Administrative Agent, except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $10,000,000; provided, however, the Assignee, limitation on assignment in this clause (iii) shall be given no less than the aggregate principal amount of $5,000,000 (determined as of the date of the Assignment and Acceptance with respect to such assignment) if an Event of Default shall have occurred and be continuing; and (iv) the Borrower parties to each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,500 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five (5) Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have (in addition to any rights and obligations theretofore held by it) the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). Unless otherwise waived by the Borrower, that each Assignee which was not previously a Lender hereunder and which is a Foreign Lender shall, within three Business Days of becoming a party hereto, deliver the Agent may elect to waive such processing fee in its sole discretionforms required by Section 2.17(d).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderany of its Commitments, the outstanding Loans made by it, the Note or Notes held by it and its participations in a minimum amount Letters of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower Credit 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 LenderLoan Notes Guaranty); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing, and provided further that in the case of an assignment of a Revolving Credit Commitment or a Tranche B Loan, the Issuing Bank must also give its prior written consent thereto (which consent shall not be unreasonably withheld), (ii) each such assignmentassignment by a Lender of any of its interests relating to Loans of a particular Class shall be made in such manner so that the same portion of its Commitment, together with payment instructionsLoans, addresses Note or Notes and related information other interests under and with respect to such Class (including obligations to the Issuing Banks under Sections 3.5 and 4.5) is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be given in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000 determined by combining the Borrower Dollar Amount of the assigning Lender's outstanding Term Loans, Revolving Loans, Letter of Credit Exposure, Tranche B Guaranty Exposure, Revolver Guaranty Exposure, and Unutilized Revolving Credit Commitment ("Total Commitment") being assigned pursuant to such assignment (or, if less, the Agent by Total Commitment of the assigning Lender), and (iv) the parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, and with respect to each Class of Loans, each such assignment by a Lender of any of its interests relating to Loans of a particular Class shall be made in such manner so that the same portion of its Commitment, Loans, Note or Notes and other interests under and with respect to such Class is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be given in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than (x) in the Borrower case of Term Loans and Revolving Credit Commitments, the aggregate amount of $5,000,000, determined by combining the amount of the assigning Lender's outstanding Term Loans and Revolving Loans and Unutilized Revolving Credit Commitment (or, if less, the full amount of the assigning Lender's outstanding Term Loans and the Agent by such Lender entire Revolving Credit Commitment), or (y) in the case of Swingline Loans, the entire Swingline Commitment and the Assignee; full amount of the outstanding Swingline Loans, and (Biv) the parties to each such Lender assignment will execute and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender maymay assign to one or more other Eligible Assignees (each, with an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, -------- however, that (i) any such assignment (other than an assignment to a Lender or ------- an Affiliate of a Lender) shall not be made without the prior written consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such the Borrower's consent shall not be required in connection with any the -------- event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignment shall be of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iii) except in the case of an assignment to a then-existing Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the amount of the assigning Lender's outstanding Loans, and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the entire Commitment of the assigning Lender), and (yiv) the parties to each such consent assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be deemed to have been given if the Borrower has not responded within ten (10) at least five Business Days of receipt of a written request for consent; providedafter the execution thereof (unless the Agent shall otherwise agree), further, that no such consent (A) the Assignee thereunder shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) alla party hereto and, or any ratable part of all, of to the Loans, the Commitments and the other extent that rights and obligations of hereunder have been assigned to it pursuant to such Lender hereunderAssignment and Acceptance, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than shall have the minimum amount of $5,000,000 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 assigning 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 (A) written notice of such assignment, together with payment instructions, addresses and related information hereunder with respect to the Assignee, shall be given to the Borrower thereto and the Agent by such Lender and the Assignee; (B) such the assigning Lender and its Assignee shall deliver shall, to the Borrower extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the Agent other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance; Acceptance covering all or the remaining portion of such assigning Lender's rights and (C) obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the assignor effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender or Assignee set forth therein shall pay be deemed made to and for the benefit of the Agent a processing fee in and the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionother parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseWestlake, which consents consent shall not be unreasonably withheld or delayed)withheld, assign and delegate to one or more Eligible Assignees (provided that (xi) no such consent of the Agent or Westlake shall be required in connection with any assignment and delegation by a Lender to a then-existing an Affiliate of such Lender, another Lender or an Approved Fund and (yii) such no 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; provided, further, that no such consent Westlake shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA if an Event of Default has occurred and Xxxxxxx Sachs Lending Partners LLCis 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 $5,000,00010,000,000, or an integral multiple or, if less, all of $1,000,000 in excess thereof such Lender’s Commitment (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitment, 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 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 Lender10,000,000); provided, however, 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 (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver 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, if any, subject to such assignment, and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . 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 Agent may elect to waive such processing fee Revolving Loans and Commitments in its sole discretionaccordance herewith.

Assignments; Participations. (a) Any Lender may, with With the written prior consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseBorrower, which consents consent shall not be unreasonably withheld or delayed)withheld, each Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other Persons all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Revolving Credit/Term Loans made by the Borrower it and the Agent, Revolving Credit/Term Note 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 LenderRevolving Credit/Term Notes held by it); provided, however, that (Ai) written notice except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the Assigneelesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $10,000,000, (ii) each such assignment shall be given to an Eligible Assignee and (iii) the Borrower parties to each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Revolving Credit/Term Note or Revolving Credit/Term Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, further, that the Agent may elect such Lender shall cease to waive such processing fee in its sole discretionbe a party hereto).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount any of $5,000,000, its Revolving Credit Commitments or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the LoansSwingline Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consents shall not be unreasonably withheld, provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing, and provided further that in the case of an assignment of a Revolving Credit Commitment, the Issuing Lender must also give its prior written consent thereto (which consent shall not be unreasonably withheld), (ii) each such assignmentassignment by a Lender of any of its interests relating to Loans shall be made in such manner so that the same portion of its Revolving Credit Commitment, together with payment instructionsSwingline Commitment, addresses Loans, Note or Notes and related information other interests thereunder is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined 95 102 as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's, shall be given outstanding Revolving Loans, L/C Exposure and Unutilized Revolving Credit Commitment being assigned pursuant to such assignment (or, if less, the Borrower full amount of the assigning Lender's Revolving Credit Commitment of the assigning Lender), and (iv) the Agent by parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other lenders or other entities all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement with respect to all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to its Commitment and any Term Loan made 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)it; provided, however, that (Ai) written notice such assignment is in an amount which is at least $1,000,000 or a multiple of $100,000 in excess thereof (or the remainder of such assignmentLender's Commitment) (except such minimum amount shall not apply to an assignment by a Lender to (x) a Lender, together with payment instructionsan Affiliate of such Lender or an Approved Fund of such Lender or (y) a group of new Lenders, addresses and related information with respect each of whom is an Affiliate or an Approved Fund of each other to the Assigneeextent the aggregate amount to be assigned to all such new Lenders is at least $1,000,000 or a multiple of $100,000 in excess thereof), (ii) the parties to each such assignment shall be given to the Borrower execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent Agent, for its acceptance, an Assignment and Acceptance; , together with any promissory note subject to such assignment and such parties shall deliver to Agent, for the benefit of Agent, a processing and recordation fee of $5,000 (except the payment of such fee shall not be required in connection with an assignment by a Lender to a Lender, an Affiliate of such Lender or an Approved Fund of such Lender) and (Ciii) no written consent of Agent shall be required if 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 such Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 3 Business Days after the delivery thereof to Agent (or such shorter period as shall be agreed to by Agent and the parties to such assignment), (A) the assignor Lender or Assignee assignee thereunder shall pay become a "Lender" hereunder and, in addition to the Agent a processing fee rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, further, that the Agent may elect such Lender shall cease to waive such processing fee in its sole discretionbe a party hereto).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000the outstanding Loans made by it, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignment shall be of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000 determined by combining the amount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such assignment, together with payment instructions, addresses and related information with respect (iv) the parties to the Assignee, shall be given to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five (5) Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent of may (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the AgentLoans owing to it and its rights and obligations as a Lender with respect to Letter of Credit Accommodations) and the other Financing Agreements to (A) its parent company and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company or (B) one or more Lenders or (C) any person (whether a corporation, partnership, trust or otherwise) that is engaged in the business of making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor or (ii) the Swingline Lender assign all or a portion of its rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (provided that (xA) no such the consent of Administrative Agent shall be required in connection with any assignment to a then-existing Lender and an Eligible Transferee pursuant to clause (yii) such above, which consent shall not be deemed to have been given if unreasonably withheld, (B) absent the existence of an Event of Default, the consent of Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA assignment to an Eligible Transferee pursuant to clause (ii) above, which consent shall not be unreasonably withheld; (C) if such Eligible Transferee is not a bank, Administrative Agent shall receive a representation in writing by such Eligible Transferee that either (1) no part of its acquisition of its Loans is made out of assets of any employee benefit plan, or (2) after consultation, in good faith, with Borrower and Xxxxxxx Sachs Lending Partners LLCprovision by Borrower of such information as may be reasonably requested by such Eligible Transferee, the acquisition and holding of such Commitments and Loans does not constitute a non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, or (3) such assignment is an “insurance company general account,” as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95.60 (issued July 12, 1995) (“PTCE 95-60), and, as of the date of the assignment, there is no “employee benefit plan” with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such “employee benefit plan” and all other “employee benefit plans” maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each an case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) percent of the total reserves and liabilities of such general account (as determined under PTCE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such Eligible Transferee, (D) such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register, (E) except as Administrative Agent shall otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. As used in this Section, the term “Assignee”employee benefit plan” shall have the meaning assigned to it in Title I of ERISA and shall also include a “plan” as defined in Section 4975(e)(1) all, of the Code and (F) any Lender desiring to assign all or any ratable part portion of all, of the Loans, the Commitments and the other its rights and obligations of such Lender hereunder, in under this Agreement to a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof Person pursuant to clause (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower ii) above shall first 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 prior to any assignment to an Approved Fund or such Person provide a written offer to a Lender or each of the other existing Lenders to an Affiliate of a Lender); provided, however, that (A) written notice of accept such assignment, together with payment instructionsand each Lender who has received such offer shall have the right, addresses but no obligation, to accept such assignment, provided that, no later than seven (7) days after receipt of such notice, each such Lender shall advise Administrative Agent and related information with respect the Borrower whether it intends to the Assigneeaccept such assignment, and any Lender that has not responded within such period shall be given deemed to the Borrower have declined such assignment and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; providedevent that more than one Lender accepts such assignment, further, that the Agent may elect assigning Lender shall assign its rights and obligations to waive such processing fee in its sole discretionLenders on a pro rata basis.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; providedits interests, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed Revolving Credit Loans at the time owing to by the Borrower it 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 LenderNotes held by it); provided, however, that (Ai) written each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in no event be less than $5,000,000 (the "Minimum Commitment"), (iii) in the case of a partial assignment, the amount of the Commitment that is retained by the assigning Lender (determined as of the date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in no event be less than the Minimum Commitment, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined) an Assignment and Transfer, together with any Note or Notes subject to such assignment and such assignee's commitment percentage of the Agent's syndication expenses, (v) such assignment shall not, without the consent of each Borrower, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in Section 13.3 hereof shall be true with respect to any such proposed assignee and (vii) such Lender provides notice to each Borrower of the identity of the Eligible Assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Transfer, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Transfer, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent provided in such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and released from its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionobligations under this Agreement.

Assignments; Participations. (a) Any Each Lender mayshall have the right to sell, assign or transfer all or any part of such Lender's Notes, Advances, Commitment, LC Obligations and Swing Line Obligations hereunder to one or more Affiliates, Lenders, financial institutions, pension plans, investment funds, or similar Persons or to a Federal Reserve Bank; provided, that each such sale, assignment, or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank) shall be with the written consent of Borrower (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no unless an 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 consents shall consent will not be unreasonably withheld withheld, and with the consent of Administrative Agent, which consent will not be unreasonably withheld, and the assignee, transferee or delayedrecipient shall have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Notes, Advances, Commitment, LC Obligations and Swing Line Obligations, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders or Required Lenders and the obligation to fund its Advances; provided further, that (1) each Lender in making each such sale, assignment, or transfer must sell, assign or transfer a pro rata portion of its Commitment and each Advance (other than a Swing Line Advance), assign LC Obligation and delegate Swing Line Obligation made or held by such Lender, (2) each such sale, assignment, or transfer (other than to one an Affiliate, a Lender or more Eligible Assignees a Federal Reserve Bank) shall be in an aggregate principal amount not less than $10,000,000, (provided that 3) unless such sale, assignment or transfer results in a Lender's Commitment being reduced to zero, each Lender shall at all times maintain a Commitment then outstanding in an aggregate principal amount at least equal to $10,000,000; (x4) no Lender may offer to sell its Notes, Commitment, LC Obligations, Swing Line Obligations or Advances or interests therein in violation of any securities laws; and (5) no such consent shall be required in connection with any assignment (other than to a then-existing Federal Reserve Bank) shall become effective until the assigning Lender delivers to Administrative Agent and (y) Borrower copies of all written assignments and other documents evidencing any such consent shall assignment and an Agreement to be deemed Bound in the form of Exhibit K, providing for the assignee's ratification and agreement to have been given if be bound by the Borrower has not responded within ten (10) Business Days terms of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 Loan Documents. An assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided3,500 for each such assignment will be payable to Administrative Agent by the assignor or assignee. Within five (5) Business Days after its receipt of copies of any assignment and the other documents relating thereto and any Note of the assignor, furtherBorrower shall, that if requested by the assignor or assignee, execute and deliver to Administrative Agent may elect (for delivery to waive the assignor or assignee, as applicable) new Notes evidencing such processing fee assignee's assigned Advances and Commitment and if the assignor Lender has retained a portion of its Advances and Commitment, replacement Notes in its sole discretionthe principal amount of the Advances and Commitment retained by the assignor Lender. On and after the effective date of an assignment hereunder, the assignee shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or any Agent shall be required to release the transferor Lender, with respect to the Commitment, the LC Obligations, the Swing Line Obligations and the Advances assigned to such assignee and the transferor Lender shall henceforth be so released.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or --------------------------- more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than -------- ------- an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment, together with payment instructions, addresses assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the Assignee, shall be given to lesser of (y) the Borrower and the Agent by entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000, and (iii) the Assignee; (B) parties to each such Lender assignment will execute and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a then-existing Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed 354 to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.that

Assignments; Participations. (a) Any Each Lender may, with may assign to an Affiliate or to any other Lender that is a party hereto all or a portion of its rights and obligations under this Agreement. After first obtaining the prior written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, Administrative Agent and (iii) so long as provided there is no Event of Default under any of Section 10.1(a), (e), (fin existence) or (g) has occurred and is continuing, the Borrower (in each caseBorrower, which consents consent shall not be unreasonably withheld or delayed)withheld, each Lender may also assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other Persons all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) written notice each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) under each Facility, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, shall be given and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay to the Agent a processing fee of $3,500 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto, and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, further, that the Agent may elect such Lender shall cease to waive such processing fee in its sole discretionbe a party hereto).

Assignments; Participations. (a) Any Lender other than any Conduit Lender (each an "Assignor") may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees banks or other entities and may, with notice to Borrower, Agent and each Issuing Lender but without the consent of Borrower, Agent or such Issuing Lenders, assign to any of its Affiliates, a Related Fund or any other Lender (provided that each an "Assignee"), all or any part of the Advances, the Term Loan Commitment, Revolving Credit Commitment (x) no including the L/C Commitment), any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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 consenthereunder; provided, furtherhowever, that no such consent shall assignment must be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and Xxxxxxx Sachs Lending Partners LLCeach Issuing Lender) of One Million Dollars ($1,000,000) (each an “Assignee”) allor, if less, the full amount of such Assignor’s Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit 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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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, howeverfurther, that any assignment of Term Advances or the Term Loan Commitment shall not require the notification of, or consent of, such Issuing Lenders; provided, further, that (Ai) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such assignment; (ii) Borrower and Agent shall be entitled to continue to deal solely and directly with such Assignor in connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and Assignor shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or obligations until the Assignee shall deliver have delivered to the Borrower and the Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit M (an "Assignment and Acceptance; "), and (C) the assignor Lender or Assignee Assignor shall pay to the Agent have paid a processing fee to Agent in the amount of Three Thousand Five Hundred Dollars $3,500; provided, furtherand thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, that any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent any or all of the Advances it may elect have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in its sole discretionthe first sentence of this Section 9.04(a).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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; providedeach, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, all or any ratable part a portion of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments and outstanding Loans made by it, 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 Note or to a Lender or to an Affiliate of a LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower’s consent shall not be required in the event an Event of Default shall have occurred and be continuing), (ii) each such assignment, together with payment instructions, addresses and related information with respect to the Assignee, assignment shall be given to of a uniform, and not varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (iii) unless otherwise waived by the Borrower and the Agent Administrative Agent, except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $10,000,000, determined by combining the amount of the assigning Lender’s outstanding Loans and Unutilized Commitment being assigned pursuant to such Lender assignment (or, if less, the entire Commitment and Loans of the Assigneeassigning Lender); provided, however, the limitation on assignment in this clause (Biii) shall be no less than the aggregate principal amount of $5,000,000 (determined as of the date of the Assignment and Acceptance with respect to such Lender assignment) if an Event of Default shall have occurred and its Assignee shall be continuing; and (iv) the parties to each such assignment will execute and deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,500 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five (5) Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have (in addition to any rights and obligations theretofore held by it) the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). Unless otherwise waived by the Borrower, that each Assignee which was not previously a Lender hereunder and which is not a “United States person” as defined in Section 7701(a)(30) of the Agent may elect to waive such processing fee in its sole discretionInternal Revenue Code shall, within three Business Days of becoming a party hereto, deliver the forms required by Section 2.16(d).

Assignments; Participations. (a) Any Each Lender mayshall have the right to sell, assign or transfer all or any part of such Lender's Notes, Loans, Commitments and LC Obligations hereunder to one or more Affiliates, Lenders, financial institutions, pension plans, investment funds, or similar Persons or to a Federal Reserve Bank; provided, that in connection with each sale, assignment or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank), the applicable Lender will consider the opinion and recommendation of Borrower, which opinion and recommendation shall in no way be binding upon such Lender, and each such sale, assignment, or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank) shall be with the written consent of Borrower (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no unless an 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 consents shall consent will not be unreasonably withheld withheld, and with the consent of Administrative Agent, which consent will not be unreasonably withheld, and the assignee, transferee or delayed)recipient shall have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Notes, Commitments and LC Obligations, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders, Majority Lenders or Required Lenders and the obligation to fund its Loans; provided further, that (1) each Lender in making each such sale, assignment, or transfer must sell, assign or transfer a pro rata portion of its Commitments and delegate each Loan (other than a Swing Line Advance or a Competitive Bid Advance) and LC Obligation made or held by such Lender, (2) each such sale, assignment, or transfer (other than to one an Affiliate, a Lender or more Eligible Assignees a Federal Reserve Bank) shall be in an aggregate principal amount not less than $10,000,000, (provided that 3) each remaining Lender shall at all times maintain Commitments then outstanding in an aggregate principal amount at least equal to $10,000,000; (x4) no Lender may offer to sell its Notes, Commitments, LC Obligations or Loans or interests therein in violation of any securities laws; and (5) no such consent shall be required in connection with any assignment assignments (other than to a then-existing Federal Reserve Bank) shall become effective until the assigning Lender delivers to Administrative Agent and (y) Borrower copies of all written assignments and other documents evidencing any such consent shall assignment and an Agreement to be deemed Bound in the form of Exhibit L, providing for the assignee's ratification and agreement to have been given if be bound by the Borrower has not responded within ten (10) Business Days terms of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 Loan Documents. An assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided3,500 for each such assignment (other than to an Affiliate, furthera Lender or a Federal Reserve Bank) will be payable to Administrative Agent by assignor or assignee. Within five (5) Business Days after its receipt of copies of any assignment and the other documents relating thereto and the following described Notes, that Borrower shall execute and deliver to Administrative Agent (for delivery to the relevant assignee) new Notes evidencing such assignee's assigned Loans and Commitments and if the assignor Lender has retained a portion of its Loans, replacement Notes in the principal amount of the Loans and Commitments retained by the assignor Lender (except as provided in the last sentence of this paragraph (a) such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). On and after the effective date of an assignment hereunder, the assignee shall for all purposes be a Lender, party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or any Agent may elect shall be required to waive release the transferor Lender, with respect to the Commitments, the LC Obligations and the Loans assigned to such processing fee in its sole discretionassignee and the transferor Lender shall henceforth be so released.

Assignments; Participations. (a) Any Lender may, with With the prior written consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseto be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld or delayed(provided that such consent shall not be required in the case of any assignment by a Lender to any of its Affiliates), each Lender may assign and delegate to one or more Eligible Assignees other Persons (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) written notice except in the case of an assignment to an Affiliate of such assignmentLender, together with payment instructions, addresses the amount of the Commitment of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000, (ii) each such assignment shall be to an Eligible Assignee, shall be given and (iii) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent a processing for its own account (provided that such fee shall not be payable in the amount case of $3,500; providedan assignment by a Lender to any of its Affiliates). Upon such execution, furtherdelivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the Assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of Annex 1 and the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect and each other Lender party to waive such processing fee in its sole discretionthis Agreement as if set forth at length herein.

Assignments; Participations. (a) Any Lender mayBank may assign, with the written consent of the Agent and the Borrower (provided that the consent of Borrower shall not be required (i) the Agent, if such assignment is to a Bank Affiliate of such assigning Bank or (ii) (A) after the Swingline Lender and the Letter of Credit Issuers, occurrence and (iiiB) so long as no during the continuance of an Event of Default under any of Section 10.1(aDefault), from time to time, all or any portion of its Commitment and its Revolving Notes (e)1) to a Bank Affiliate of that Bank or to any regulatory agency, (f) or (g2) has occurred to any other financial institution acceptable to the Agent and is continuingBorrower, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment Agreement with respect to such assignment) shall in no such consent shall event be required in connection with any assignment to a then-existing Lender less than $10,000,000 and larger integral multiples of $1,000,000; and (y) the parties to each such consent assignment shall execute and deliver to the Agent and Borrower an assignment executed by the assigning Bank and the assignee in which the assignee agrees to be deemed bound as a Bank hereby, in form and substance satisfactory to have been given the Agent (an "Assignment Agreement). Notwithstanding the foregoing, no Bank may assign any portion of its Commitment to another financial institution unless it retains at least $10,000,000 thereof or another amount as agreed upon by Borrower and the assigning Bank provided that such $10,000,000 retention requirement shall not apply (aa) (i) after the occurrence and (ii) during the continuance of an Event of Default, (bb) if such requirement conflicts with applicable law or the Borrower has not responded within ten instruction of government or regulatory agencies, or (10cc) Business Days if such assignment is to Bank Affiliate of receipt of a written request for consent; provided, further, such assigning Bank provided that no such consent Bank Affiliate shall be required to retain such $10,000,000 unless it assigns its interest to another Bank Affiliate or meets the requirements of (aa) or (bb) herein. Upon such execution and delivery, from and after the effective date specified in connection with any assignments between Xxxxxxx Xxxxx Bank USA such Assignment Agreement (X) the assignee thereunder shall be a party hereto and, to the extent that rights and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) allobligations hereunder have been assigned to it pursuant to such Assignment Agreement, or any ratable part of all, of have the Loans, the Commitments and the other rights and obligations of such Lender hereundera Bank hereunder and (Y) the Bank assignor thereunder shall, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided to the extent that an amount less than the minimum amount of $5,000,000 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) (providedhereunder have been assigned by it pursuant to such Assignment Agreement, 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); providedrelinquish its rights and be released from its obligations under this Agreement, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information except with respect to those obligations set forth in the AssigneeNondisclosure Agreement which the assignor had previously executed, and, in the case of an Assignment Agreement 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. The Commitments hereunder shall be given modified to reflect the Commitments of such assignor and assignee (and Schedule 1 shall be deemed amended and revised to reflect such modification), and, if any such assignment occurs while any Revolving Loan is outstanding, new Revolving Notes shall, if requested by the assignor Bank or such assignee, upon the surrender of the assigning Bank's Revolving Notes, be issued to such assignee and to the Borrower assigning Bank as necessary to reflect the new Commitments of the assigning Bank and the Agent by such Lender and the Assignee; (B) such Lender and of its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee assignee. Any assigning Bank shall pay to the Agent a processing $2,500 fee in connection with the amount effectiveness of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionany assignment it makes.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (iwhich such approval shall not be unreasonably withheld or delayed) the Agentand, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as there is no Default or Event of Default under any of arising pursuant to Section 10.1(a10.1(a)(i), (a)(ii) (only to the extent arising pursuant to the covenant set forth in Section 9.16), (e), (f) or (g) that has occurred and is continuing, the Borrower continuing (in each case, which consents such approval shall not be unreasonably withheld or delayed), the Company (it being understood and agreed that consent by the Company shall not be required for an assignment to an existing Lender, an affiliate of a Lender or an Approved Fund), assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender (treating simultaneous assignments by related funds as a single assignment for purposes of such requirement), of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such consent shall be required but not including for this purpose any assignments in connection with any assignment to a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt form of a written request for consent; providedparticipation), further, that no such consent each of which assignees shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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 become a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed party 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 this Agreement as a Lender or to an Affiliate by execution of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by the Agent on the Register and (Cii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,5003,500 (unless waived by the Agent) (treating simultaneous assignments by related funds as a single assignment for purposes of such requirement); provided, further, that the Agent may elect to waive such processing fee set forth above shall not be required for assignments from a Lender to its Affiliates. The Agent shall maintain a register of the names and addresses of the Lenders, their Commitments and the principal amount of their Loans (the “Register”). The 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 its sole discretionthe Register shall be conclusive and binding for all purposes, absent manifest error, and any of the Loan Parties, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company and any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment shall not be made without the prior written notice consent of the Agent and OCA (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that OCA's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans, shall be given Letter of Credit Exposure and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the Borrower entire Commitment of the assigning Lender), and (iv) the Agent by parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender (the “assigning Lender”) may, with the written consent of the Administrative Agent (i) the 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 consents consent shall not be unreasonably withheld withheld) and if no Default or delayedEvent 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 (x) no such consent of the Administrative Agent or the Borrowers shall be required in connection with any assignment and delegation by an assigning Lender to a then-existing an Affiliate of the assigning Lender and (y) such consent shall be deemed or to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCanother Lender) (each an “Assignee”) all, all or any ratable part of all, the Commitment of the Loans, the Commitments and the other rights and obligations of such assigning Lender hereunder, in a minimum amount of $5,000,000, or an 10,000,000 and integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount amounts of $5,000,000 may be assigned if agreed to by the Borrower and the Agentin excess thereof, or if such amount represents all together with a ratable part of the Loans, the Commitments assigning Lender’s outstanding Loans and the other rights and obligations of the assigning Lender hereunder) hereunder (providedprovided that, further that unless the assigning 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, the assigning Lender retains a Commitment in a minimum amount shall apply to any assignment to an Approved Fund or to of $10,000,000 and a Lender or to an Affiliate ratable part of a Lenderthe outstanding Loans and the other rights and obligations hereunder); provided, howeverfurther, that the Obligated Parties and the Administrative Agent in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall be have been given to the Borrower Obligated Parties and the Administrative Agent by such the assigning Lender and the Assignee; , (Bii) such the assigning Lender and its the Assignee shall deliver 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; ”), and (Ciii) the assignor assigning Lender or the Assignee shall pay has paid to the Administrative Agent a processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500; provided, further, ) (provided that the Administrative Agent may elect to may, in its discretion, waive such processing fee in its sole discretionconnection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver any 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 (i) the AgentAgent and, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Default or Event of Default under any of Section 10.1(a)then exists, Fleetwood (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents of the Agent and Fleetwood shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment and delegation by a Lender to a then-existing an Affiliate of such Lender and (y) such no 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; provided, further, that no such consent Fleetwood shall be required in connection with any assignments between Xxxxxxx Xxxxx assignment by Bank USA and Xxxxxxx Sachs Lending Partners LLCof America, N.A., in its capacity as a Lender, to an Eligible Assignee in connection with the initial syndication of the Loans on or after the Closing Date) (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 (x) $5,000,0005,000,000 (or, if less, the entire amount of such Lender’s Loan or an integral multiple Commitment or other rights and obligations, as applicable) for the Term Loan and (y) $10,000,000 (or, if less, the entire amount of $1,000,000 in excess thereof such Lender’s Loan or Commitment or other rights and obligations, as applicable) for Revolving Commitments (provided that that, unless either (I) an amount assignor Lender has assigned and delegated all of its Loans and Commitments or (II) an assignor’s Commitment as of the Closing Date was less than $10,000,000 for the Term Loan or $20,000,000 for the Revolving 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 (x) $5,000,000 may be assigned if agreed to by for the Borrower Term Loan and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder(y) (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$10,000,000 for Revolving Commitments); provided, however, 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 (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver 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 (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; providedand provided further that no Lender may assign all, furtheror any ratable part of all, that of the Loans, the Commitments and the other rights and obligations of such Lender hereunder unless it shall simultaneously assign a ratable portion of each of its Revolving Credit Commitments, Revolving Loans and Term Loans hereunder. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Revolving Credit Commitments in its sole discretionaccordance herewith.

Assignments; Participations. (a) Any Lender may, with With the written consent of (i) in the Agentcase of Working Capital Loans, (ii) the Swingline Lender A Term Loan 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 continuingB Term Loan, the Borrower (in each case, U.S. Borrowers which consents shall will not be unreasonably withheld or delayed)delayed and (ii) in the case of the Canadian Term Loan, SLQ which will not be unreasonably withheld, the Lender shall have the right at any time to assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required commercial banks or other financial institutions all or a portion of its Working Capital Commitment, the Loans owing to it and the Notes held by it. The Lender may also grant participations in connection with any assignment to a then-existing Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, all or any ratable part of allits rights and obligations under this Agreement (including, without limitation, all or any part of the Working Capital Commitment and the Loans, the Commitments and the as applicable) to one or more other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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)Persons; provided, however, that (Ai) written notice any such disposition -------- ------- shall not, without the consent of the applicable U.S. Borrower or SLQ, require such assignmentBorrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the Loans under the blue sky law of any state; and (ii) Lender shall make and receive all payments for the account of its participant and shall retain exclusively, together with payment instructionsand shall continue to exercise exclusively, addresses all rights of approval and related information administration available hereunder with respect to the AssigneeWorking Capital Commitment and the Loans even after giving effect to the sale of any such participation, and Lender shall make such arrangements with its participants as may be necessary to accomplish the foregoing. No holder of a participation in all or any part of the Loans shall be given a "lender" for any purpose under this Agreement; provided, -------- however, that each holder of a participation shall have the ------- rights of increased capital as the Lender (including any right to the Borrower receive payment) under Sections 2.9, 3.7 and the Agent by such Lender and the Assignee12.7; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; -------- --- --- ---- provided, further, that all requests for any such payments -------- ------- shall be made by a participant through the Agent may elect Lender. The right of each holder of a participation to waive receive payment under Sections 2.9, 3.7 and 12.7 and shall be limited to the lesser ------------ --- ---- of (i) the amounts actually incurred by such processing fee in its sole discretionholder for which payment is provided under such Sections and (ii) the amounts that would have been payable under such Sections by the U.S. Borrowers or SLQ to the Lender granting the participation to such holder had such participation not been granted.

Assignments; Participations. (a) Any Lender may, with Neither the written Borrower nor any of the Guarantors may assign any of its rights or delegate any of its obligations under any Loan Document without the prior consent of (i) the AgentLender. • With the consent of the Lender and, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no except when a Default or an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuingshall have occurred, the Borrower (in each case, which consents shall not be unreasonably withheld or delayeddelayed in either case), the Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to assignees all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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 hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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)under this Agreement; provided, however, that (Ai) written notice such consent shall not be required with respect to an assignment from the Lender to one or more Affiliates of the Lender and (ii) such consent shall not be required with respect to an assignment from the Lender to one or more Approved Funds or Affiliates of Approved Funds. Upon the effectiveness of any assignment pursuant to this Section 8.1(b), the assignee will become a “Lender,” if not already a “Lender,” for all purposes of the Loan Documents, and the assignor shall be relieved of its obligations hereunder to the extent of such assignment. If the assignor no longer holds any rights or obligations under this Agreement, together such assignor shall cease to be a “Lender” hereunder, except that its rights under Section 5.17, Section 5.21 and Section 5.22, shall not be affected. • Lender may transfer, grant, or assign participations in all or any portion of its interests hereunder to any Person pursuant to this Section 8.1(c), provided, however, that the Lender shall remain the “Lender” for all purposes of this Agreement and the transferee of such participation shall not constitute a “Lender” hereunder. In the case of any such participation, the participant shall not have any rights under any Loan Document, the rights of the participant in respect of such participation to be against the granting Lender as set forth in the agreement with payment instructionssuch Lender creating such participation, addresses and related all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. • The Lender may furnish any information with respect concerning the Borrower or any of the Guarantors in the possession of the Lender from time to time to its permitted assignees and participants and prospective assignees and participants. The Lender shall require any Person receiving any such information to agree, in writing, to keep all such information confidential. • Notwithstanding anything in this Section 8.1 to the Assigneecontrary, the Lender may assign and pledge the Note or any interest therein to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve System and/or such Federal Reserve Bank. No such assignment or pledge shall release the Lender from its obligations hereunder. • Notwithstanding any other provisions of this Section 8.1, no transfer or assignment of the interests or obligations of the Lender or grant of participations therein shall be given permitted if such transfer, assignment, or grant would require the Borrower to file a registration statement with the Securities and Exchange Commission or any successor Governmental Authority or qualify the Loans under the “Blue Sky” laws of any state. • Survival of Representations, Warranties, and Covenants. All representations and warranties of the Borrower and the Agent by such Lender Guarantors and the Assignee; (B) such Lender all covenants and its Assignee shall deliver to agreements of the Borrower and the Agent an Assignment Guarantors herein made shall survive the execution and Acceptance; delivery of the Note and (C) the assignor Lender Security Documents and shall remain in force and effect so long as any Obligation is outstanding or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionany Commitment exists.

Assignments; Participations. (a) Any Each Lender mayshall have the right to sell, assign or transfer all or any part of such Lender's Notes, Loans and Commitments hereunder to one or more Affiliates, Lenders, financial institutions, pension plans, investment funds, or similar Persons or to a Federal Reserve Bank; provided, that in connection with each sale, assignment or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank), the applicable Lender will consider the opinion and recommendation of Borrower, which opinion and recommendation shall in no way be binding upon such Lender, and each such sale, assignment, or transfer (other than to an Affiliate, a Lender or a Federal Reserve Bank) shall be with the written consent of Borrower (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no unless an 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 consents shall consent will not be unreasonably withheld withheld, and with the consent of Administrative Agent, which consent will not be unreasonably withheld, and the assignee, transferee or delayed)recipient shall have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Notes and Commitments, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders, Majority Lenders or Required Lenders and the obligation to fund its Loans; provided further, that (1) each Lender in making each such sale, assignment, or transfer must sell, assign or transfer a pro rata portion of its Commitments and delegate each Loan (other than a Swing Line Advance or a Competitive Bid Advance) made or held by such Lender, (2) each such sale, assignment, or transfer (other than to one an Affiliate, a Lender or more Eligible Assignees a Federal Reserve Bank) shall be in an aggregate principal amount not less than $10,000,000, (provided that 3) each remaining Lender shall at all times maintain Commitments then outstanding in an aggregate principal amount at least equal to $10,000,000; (x4) no Lender may offer to sell its Notes, Commitments or Loans or interests therein in violation of any securities laws; and (5) no such consent shall be required in connection with any assignment assignments (other than to a then-existing Federal Reserve Bank) shall become effective until the assigning Lender delivers to Administrative Agent and (y) Borrower copies of all written assignments and other documents evidencing any such consent shall assignment and an Agreement to be deemed Bound in the form of Exhibit L, providing for the assignee's ratification and agreement to have been given if be bound by the Borrower has not responded within ten (10) Business Days terms of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 Loan Documents. An assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided3,500 for each such assignment (other than to an Affiliate, furthera Lender or a Federal Reserve Bank) will be payable to Administrative Agent by assignor or assignee. Within five (5) Business Days after its receipt of copies of any assignment and the other documents relating thereto and the following described Notes, that Borrower shall execute and deliver to Administrative Agent (for delivery to the relevant assignee) new Notes evidencing such assignee's assigned Loans and Commitments and if the assignor Lender has retained a portion of its Loans, replacement Notes in the principal amount of the Loans and Commitments retained by the assignor Lender (except as provided in the last sentence of this paragraph (a) such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). On and after the effective date of an assignment hereunder, the assignee shall for all purposes be a Lender, party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or any Agent may elect shall be required to waive release the transferor Lender, with respect to the Commitments and the Loans assigned to such processing fee in its sole discretionassignee and the transferor Lender shall henceforth be so released.

Assignments; Participations. (a) Any Lender may, with the written consent Notwithstanding any other provision of (i) the 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 continuingthis Agreement, the Borrower understands and agrees that the Bank may at any time enter into participation or assignment agreements with one or more banks or other financial institutions whereby the Bank will allocate certain percentages of the Loans and/or Letters of Credit to them; provided that, the prior written consent (in each case, which consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Borrower shall be required in connection with for any assignment to a then-existing Lender and (y) such 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; provided, further, provided that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each if an “Assignee”) all, or any ratable part Event of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, Default shall exist). Any assignment shall be in a minimum amount of $5,000,0002,500,000, unless an Event of Default shall occur in which case there shall be no minimum amount. In connection with any participation, the Bank shall retain the sole right to approve, without the consent of a participant, any amendment, modification or waiver of any provision of this Agreement or any other Loan Document, other than any such amendment, modification or waiver with respect to any Loan, Letter of Credit or Commitment in which such participant has an interest that forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan, Letter of Credit or Commitment, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees on, any such Loan or Letter of Credit, releases any guarantor of such Loan or releases any Collateral. The Borrower acknowledges that, for the convenience of all parties, this Agreement is being entered into with the Bank only and that its obligations under this Agreement are undertaken for the benefit of, and as an integral multiple inducement to, any such assignee or participating bank or other financial institution as well as the Bank, and the Borrower hereby grants to each assignee or participating bank, to the extent of $1,000,000 its assignment/participation in excess thereof (provided that an amount less than the minimum amount Loans and Letters of $5,000,000 may be assigned if agreed Credit, the right to set off deposit accounts maintained by the Borrower with such bank or other financial institution and otherwise to enjoy the Agentbenefits, or if such amount represents all of rights and privileges granted to the LoansBank in this Agreement, the Commitments Revolving Credit Note and the other rights and obligations Loan Documents. All 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect rights granted to the Assignee, Bank pursuant to this Agreement shall be given for the benefit of the Bank for itself and for any other lending institutions who are assignees or participants under this Agreement and all grants, security interests, liens, rights of set off and other rights incident to this Agreement shall be held by the Bank as agent for any such other lending institutions. If the Bank shall assign all or a portion of the Commitment or the Loans or Letters of Credit hereunder, the Borrower shall execute such documents and instruments as the Agent by such Lender and Bank shall reasonably request to effectuate the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount purposes of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionthis paragraph.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 caseBorrower's consent, which consents consent shall not be unreasonably withheld (and which consent shall not be required upon the occurrence or delayedduring the continuance of an Event of Default, it being understood that the refusal to grant such consent shall be reasonable if the contemplated assignment could reasonably be expected to result in or increase the risk to the Borrower of the payment of amounts to such assignee pursuant to Article V), and with the written consent of the Agent, assign and delegate to one or more Eligible Assignees assignees (provided that (x) no such written consent of the Borrower or Agent shall be required in connection with any assignment and delegation by a United States Lender to a then-existing Lender and (y) United States Affiliate of such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCLender) (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, or an integral multiple 10,000,000 but any assignment of $1,000,000 in excess thereof (provided that an amount less than the minimum entire amount of such Lender's Commitment shall not cause such Lender's remaining Commitment to be less than $5,000,000 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)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, and such assignment shall be treated as a participation as described in Section 13.3(e) hereof, until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance; ") (the date upon which such Assignment and Acceptance has been delivered hereinafter referred to as the "Assignment and Acceptance Date") and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that 3,000. The Borrower shall cooperate with the Agent may elect with respect to waive such processing fee in its sole discretionany assignment or participation under this Section 13.3, including, upon the reasonable request of the Agent, meeting with any prospective Lender.

Assignments; Participations. (a) Any Lender may, with With the written prior consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseBorrower, which consents consent shall not be unreasonably withheld (except in the case of a Default or delayedEvent of Default in which case no consent of the Borrower shall be required), each Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other Persons all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) written notice each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) under each Credit Facility, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses (1) the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, and (2) the amount of the Swingline Commitment being assigned pursuant to any such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than Swingline Commitment, (iii) each such assignment shall be to an Eligible Assignee, shall be given (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a processing fee of $3,000 to the Agent for its own account, and (v) the assignee shall prepare and deliver to the Agent (for delivery to the Borrower) any forms and other documents required by SECTION 2.12(C). Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto, and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, further, that the Agent may elect such Lender shall cease to waive such processing fee in its sole discretionbe a party hereto).

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof thereof; provided, that (provided that i) an amount less than the minimum amount of $5,000,000 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, (ii) (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, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (c), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Loans, the Commitments and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, howeverfurther, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal 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; provided, further, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender Xxxxxx and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or participant for the purpose of verifying whether such Person is a Disqualified Xxxxxx.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing and that the Agent's consent shall not be required in the event an Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $10,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans, shall be given Letter of Credit Exposure and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the Borrower entire Commitment of the assigning Lender), and (iv) the Agent by parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; providedAssignment and Acceptance, furtherfrom and after the effective date specified therein, that which effective date shall be at least five Business Days after the execution thereof (unless the Agent may elect shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to waive the extent that rights and obligations hereunder have been assigned to it pursuant to such processing fee in Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its sole discretion.rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from

Assignments; Participations. (a) Any Lender may, with With the written prior consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (except in the case of a Default or delayedEvent of Default or an assignment to a Lender or an Affiliate of a Lender in which case no consent of the Borrower shall be required), each Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other Persons all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitments, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) written notice each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments and its End Loaded Lease Commitment) under this Agreement and the End Loaded Lease Credit Agreement, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses (1) the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, and (2) the amount of the Swingline Commitment being assigned pursuant to any such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than Swingline Commitment, (iii) each such assignment shall be to an Eligible Assignee, shall be given (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor assigning Lender or Assignee shall the assignee will pay a nonrefundable processing fee of $3,000 to the Agent for its own account, and (v) the assignee shall prepare and deliver to the Agent (for delivery to the Borrower) any forms and other documents required by SECTION 2.12(D). Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall agree otherwise), (a) the assignee thereunder shall be deemed a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto, and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate solely to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender other than any Conduit Lender (each an “Assignor”) may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that (x) no banks or other entities and may, with notice to Borrower, Agent and each Issuing Lender, and with consent of Agent and such Issuing Lenders, but without the consent shall be required in connection with of Borrower, assign to any assignment to a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt Affiliate of a written request for consent; providedLender, further, that no such consent shall be required in connection with an Approved Fund or any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) other Lender (each an “Assignee”) all), all or any ratable part of all, of the LoansAdvances, the Commitments Term Loan Commitment, Revolving Credit Commitment (including the L/C Commitment), any Letter of Credit participations, 89 reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Lender hereunder; provided, however, that except in the case of an assignment to a Lender, any Lender Affiliate or an Approved Fund, such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and each Issuing Lender) of One Million Dollars ($1,000,000) (or, if less, the full amount of such Assignor’s Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender hereunder); provided, in a minimum amount further, that any assignment of $5,000,000, Term Advances or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than Term Loan Commitments shall not require the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all consent of the LoansIssuing Lender or, with respect to such assignment to any Affiliate of any Lender, an Approved Fund or any other Lender, the Commitments Agent and the other rights and obligations of the Lender hereunder) (provided, further that no (i) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such minimum amount assignment; (ii) Borrower and Agent shall apply be entitled to any assignment continue to an Approved Fund or deal solely and directly with such Assignor in connection with the interests so assigned to a Lender or to an Affiliate of a Lender); provided, however, that (A) the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and Assignor shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or obligations until the Assignee shall deliver have delivered to the Borrower and the Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit M (an “Assignment and Acceptance; ”), and (C) the assignor Lender or Assignee Assignor shall pay to the Agent have paid a processing fee to Agent for each assignment hereunder (provided, that concurrent assignments by any Lender to two or more Approved Funds shall be counted as one assignment for purposes of assessing assignment fees) in the amount of Three Thousand Five Hundred Dollars $3,500; provided, furtherand thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, that any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent any or all of the Advances it may elect have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in its sole discretionthe first sentence of this Section 9.04(a).

Assignments; Participations. (a) Any Lender may, with With the written prior consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseBorrower, which consents consent shall not be unreasonably withheld (except in the case of a Default or delayedEvent of Default in which case no consent of the Borrower shall be required), each Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other Persons all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) written notice each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments and its End Loaded Lease Commitment) under this Agreement and the End Loaded Lease Credit Agreement, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses (1) the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, and (2) the amount of the Swingline Commitment being assigned pursuant to any such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than Swingline Commitment, (iii) each such assignment shall be to an Eligible Assignee, shall be given (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a processing fee of $3,000 to the Agent for its own account, and (v) the assignee shall prepare and deliver to the Agent (for delivery to the Borrower) any forms and other documents required by SECTION 2.12(c). Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto, and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, further, that the Agent may elect such Lender shall cease to waive such processing fee in its sole discretionbe a party hereto).

Assignments; Participations. The Borrowers acknowledge and agree that any Bank may at any time: assign or transfer any of its rights or obligations under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; sell participations in the Loans outstanding hereunder to another financial institution (aafter providing written notice to MTI regarding such sale at least five (5) Any Lender maydays prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $1,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), assign together with the payment by such Bank to the Agent of a $3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or delayed. Promptly upon any such assignment described in (A) or (B) above, the assignee shall execute a joinder to this Agreement in form satisfactory to the Agent, agreeing to be bound by the terms and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender conditions of this Agreement, and (y) such consent then shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request Bank for consent; providedall purposes hereunder, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the Borrowers shall execute and deliver new Notes and such other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 documents as may be assigned if agreed appropriate 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 (A) written notice of reflect such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) share credit information on the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionBorrowers with prospective and actual participants and assignees.

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $10,000,000 in the written consent aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible 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, such transfer or assignment will not be effective until: (i) it is recorded by the Agent, applicable Agent on the applicable Register; (ii) Agent shall have received for its sole account payment of a processing fee from the Swingline assigning Lender and or the Letter assignee in the amount of Credit Issuers$5,000; (iii) Agent shall have provided its prior written consent to such assignment, and (iiiiv) so long as Borrowers shall have provided their prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that, (A) Borrowers shall be deemed to have consented to a proposed assignment unless they object to such assignment by written notice to Agent within five (5) Business Days after having received notice thereof and (B) no consent of Borrowers shall be required if a Default or an Event of Default under any of Section 10.1(a), (e), (f) exists or (g) has occurred and is continuing. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the Borrower (in each case, which consents consent of Borrowers or Agent shall not be unreasonably withheld or delayed)required, assign the minimum assignment amount shall not be applicable, an Assignment and delegate to one or more Eligible Assignees (provided that (x) no such consent Acceptance shall not be required to be delivered to, accepted by or recorded by Agent on the applicable Register in order to be effective, valid, binding and enforceable and payments of the processing fee shall not be required if such assignment is in connection with any assignment to a then-existing Lender and (y) such consent shall be deemed to have been given if merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the Borrower has not responded within ten (10) Business Days of receipt business or loan portfolio of a written request for consentLender; provided, furtherthat, that no such consent shall be required Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of interest so assigned until such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) time as written notice of such assignment, together with payment instructions, addresses and related information with respect to assignment shall have been 159 delivered by the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor assigning Lender or Assignee shall pay the assignee to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionAgent.

Assignments; Participations. (a) Any Except as otherwise provided herein, each Lender maymay assign to one or more other Eligible Assignees (each, with an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the outstanding Loans made by it, the Note or Notes held by it and its participations in Letters of Credit); provided, however, that (i) any such assignment (other than an assignment to a Lender or an Affiliate or Approved Fund of a Lender) shall not be made without the prior written consent of (i) the Agent, (ii) the Swingline Lender Administrative Agent 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 caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such the Borrower’s consent shall not be required in connection the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignment by a Lender of any of its interests relating to Loans of a particular Class shall be made in such manner so that the same portion of its Commitment, Loans, Note or Notes and other interests under and with any respect to such Class is assigned to the relevant Assignee, but assignments need not be pro rata as among Classes of Loans, (iii) except in the case of an assignment to a then-existing Lender or an Affiliate or Approved Fund of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $1,000,000 (or, if less, the full amount of the assigning Lender’s outstanding Loans (and Letter of Credit Exposure, if applicable) and unutilized Commitments), provided that in the case of Swingline Loans, any such assignment shall include the entire Swingline Commitment and the full amount of the outstanding Swingline Loans, and provided further that, notwithstanding the foregoing, the sale or assignment by any Eligible Assignee (which acquired its Commitments and/or Loans pursuant to an assignment involving an aggregate principal amount (without duplication, in the case of Revolving Credit Commitments and the related Revolving and Swingline Loans) of less than $1,000,000 pursuant to this clause (iii)) to any Person that is not a Lender or an Affiliate or Approved Fund of such Eligible Assignee shall, if all the Affiliates and Approved Funds of such Eligible Assignee hold Commitments and/or Loans having an aggregate principal amount (without duplication, in the case of Revolving Credit Commitments and the related Revolving and Swingline Loans) of $1,000,000 or more, be subject to the minimum assignment requirement of $1,000,000 pursuant to this clause (iii), and (yiv) the parties to each such consent assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,500 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be deemed to have been given if the Borrower has not responded within ten at least five (105) Business Days of receipt of a written request for consent; providedafter the execution thereof (unless the Administrative Agent shall otherwise agree), further, that no such consent (A) the Assignee thereunder shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) alla party hereto and, or any ratable part of all, of to the Loans, the Commitments and the other extent that rights and obligations of hereunder have been assigned to it pursuant to such Lender hereunderAssignment and Acceptance, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than shall have the minimum amount of $5,000,000 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 assigning 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 (A) written notice of such assignment, together with payment instructions, addresses and related information hereunder with respect to the Assignee, shall be given to the Borrower thereto and the Agent by such Lender and the Assignee; (B) such the assigning Lender and its Assignee shall deliver shall, to the Borrower extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the Agent other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance; Acceptance covering all or the remaining portion of such assigning Lender’s rights and (C) the assignor obligations under this Agreement, such Lender or Assignee shall pay cease to be a party hereto, except that such assigning Lender shall continue to be entitled to the protections of Sections 2.16(a), 2.16(b), 2.17, 12.1 and 12.2 for matters arising during the periods while it was a Lender hereunder). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent a processing fee in and the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionother parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Company (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Company's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than (y) $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans, shall be given Letter of Credit Exposure and Unutilized Commitment being assigned pursuant to such 75 84 assignment (or, if less, the Borrower entire Commitment of the assigning Lender) or (z) in the case of Swingline Loans, the entire Swingline Commitment and the Agent by full amount of outstanding Swingline Loans, and (iv) the parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,500 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any US Lender may, with the written consent of the Administrative Agent (i) the Agentwhich consent, (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 consents shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Administrative Agent shall be required in connection with any assignment and delegation by a US Lender to a then-existing Lender and (y) an Affiliate of such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCUS Lender) (each an “Assignee”) all, or any ratable part of all, of the US Revolving Loans, the US Commitments and the other rights and obligations of such US Lender hereunder, in the case of US Revolver Loans in a minimum amount of $5,000,000, or an integral multiple the Dollar Equivalent of $1,000,000 10,000,000; provided that, unless an assignor US Lender has assigned and delegated all of its rights and obligations with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and its UK Commitments), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor US Lender retains an Aggregate Commitment (including its aggregate US Commitments, its aggregate UK Commitments, and the aggregate of any UK Commitments of any Affiliate of the US Lender) in excess thereof (provided that an amount less than the a minimum amount of the Dollar Equivalent of $5,000,000 may be assigned if agreed to by the Borrower 20,000,000 and the Agent, or if provided further that any such amount represents all assignment shall effect an assignment of the Loans, the a ratable part of such US Lender’s Aggregate 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)obligations; provided, however, that the US Borrowers and the Administrative Agent may continue to deal solely and directly with such US Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower US Borrowers and the US Agent by such US Lender and the Assignee; (Bii) such US Lender and its Assignee shall deliver have delivered to the Borrower US 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 (Ciii) the assignor US Lender or Assignee shall pay has paid to the Administrative Agent a processing fee in the amount of $3,500; provided3,500 and provided further that no such assignment shall be effective unless and until the assignor US Lender, further, that the Agent may elect to waive such processing fee in its sole discretioncapacity as a UK Lender, shall also have novated a pro rata portion of its interest in its UK Revolving Loans and/or UK Commitments under the UK Credit Facility pursuant to and in accordance with Section 11.2(a) of the UK Credit Facility and delivered to the UK Agent a UK Transfer Agreement with respect to such novation (provided that no such novation of UK Revolving Loans and/or UK Commitments shall be required in connection with transfer by a US Lender to its Affiliate). The US 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 US Revolving Loans, the UK Revolving Loans, the US Commitments and the UK Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (xi) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required in connection with any for the assignment of Term Loans to a then-existing Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y) such ), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender Xxxxxx and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its their sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Xxxxxx.

Assignments; Participations. (a) Any US Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender US Borrowers and the Letter of Credit IssuersAdministrative Agent (which consent, 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 consents shall not be unreasonably withheld or delayedwithheld, it being understood and agreed that US Borrowers shall be allowed to withhold consent if an intended assignment would result in increased costs claims pursuant to Article 4 of this Agreement), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the US Borrowers (it being understood and agreed that such assignment shall be with the written consent of the US Borrowers if an intended assignment would result in increased costs claims pursuant to Article 4 of this Agreement) or Administrative Agent shall be required in connection with any assignment and delegation by a US Lender to a then-existing Lender and (y) an Affiliate of such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCUS Lender) (each an “Assignee”) all, or any ratable part of all, of the US Revolving Loans, the US Commitments and the other rights and obligations of such US Lender hereunderhereunder and under the other Loan Documents, in the case of US Commitments (together with the UK Commitment contemporaneously assigned by such US Lender or its Affiliate) in a minimum amount of $5,000,000, or an integral multiple the Dollar Equivalent of $1,000,000 unless (i) each of the US Borrowers and the Administrative Agent otherwise consent or (ii) the assignor US Lender’s rights and obligation with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and UK Commitments) shall be reduced to zero as a result; provided that, unless an assignor US Lender has assigned and delegated all of its rights and obligations with respect to all of its Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and its UK Commitments), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor US Lender retains an Aggregate Commitment (including its aggregate US Commitments, its aggregate UK Commitments, and the aggregate of any UK Commitments of any Affiliate of the US Lender) in excess thereof (provided that an amount less than the a minimum amount of the Dollar Equivalent of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if 5,000,000; provided further that any such amount represents all assignment shall effect an assignment of the Loans, the a ratable part of such US Lender’s Aggregate Commitments and the other rights and obligations of the Lender hereunder) (provided, obligations; and provided further that no such minimum amount consent of the US Borrowers shall apply to any assignment to an Approved Fund be required if a Default or to a Lender or to an Affiliate Event of a Lender)Default under Article 9 has occurred and is continuing; provided, however, that the US Borrowers and the Administrative Agent may continue to deal solely and directly with such US Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower US Borrowers and the US Agent by such US Lender and the Assignee; (Bii) such US Lender and its Assignee shall deliver have delivered to the Borrower US 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 (Ciii) the assignor US Lender or Assignee shall pay has paid to the Administrative Agent a processing fee in the amount of $3,500; provided3,500 and (iv) the Assignee shall have delivered any forms required pursuant to Section 12.10, further, and provided further that no such assignment shall be effective unless and until the Agent may elect assignor US Lender shall also have novated or cause to waive such processing fee be novated a pro rata portion of its and its Affiliates’ interest in its sole discretionUK Revolving Loans and/or UK Commitments under the UK Credit Facility pursuant to and in accordance with Section 11.2(a) of the UK Credit Facility and delivered to the UK Agent a UK Transfer Agreement with respect to such novation (provided that no such novation of UK Revolving Loans and/or UK Commitments shall be required in connection with transfer by a US Lender to its Affiliate). The US Borrowers agree to promptly, upon return to the US Borrower Representative of any promissory notes held by the assigning lender, execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the US Revolving Loans, the UK Revolving Loans, the US Commitments and the UK Commitments in accordance herewith.

Assignments; Participations. (a) Any Each Lender (except as the rights of Agent in its capacity as a Lender in Section 13.7(b) hereof) may, with the prior written consent of Agent (except that the consent of the Agent shall not be required in connection with (i) the Agentan assignment by a Lender to an Affiliate of such Lender or a Related Fund, or (ii) if such assignment is in connection with any merger, consolidation, sale, transfer or other disposition of all or any substantial portion of the Swingline Lender and the Letter business or loan portfolio of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(asuch Lender), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender (except such minimum amount shall not apply to an assignment by a Lender to (A) an Affiliate of such Lender or a Related Fund of such Lender, or (B) a group of new Lenders each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such new Lenders is at least $5,000,000), assign of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (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 (except as provided that in the last sentence of this Section 13.7(a)) execution and delivery of an Assignment and Acceptance to Agent; PROVIDED, THAT, such transfer or assignment will not be effective until: (xi) no 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 (except the payment of such consent fee shall not be required in connection with any an assignment to a then-existing Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 such Lender or a LenderRelated Fund). Notwithstanding anything contained to the contrary in this Section 13.7(a) , a Lender may assign any or all of its rights under the Financing Agreements to an Affiliate of such Lender or a Related Fund of such 110 Lender without delivering an Assignment and Acceptance to the Agent (a "Related Party Assignment"); providedPROVIDED, however, that (A) written notice no such Related Party Assignment shall be made to a Non-U.S. Lender unless such Lender is, as of the effective date of such assignment exempt from U.S. Federal withholding tax, (B) Borrower and Agent may continue to deal solely and directly with such assigning Lender until an Assignment and Acceptance has been delivered to Agent for recordation on the Register, (C) the failure of such assigning Lender to deliver an 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 be given to the Borrower and the Agent by such Lender and the Assignee; (BE) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; Acceptance between the assigning Lender and (C) the assignor an Affiliate of such Lender or Assignee a Related Fund of such Lender shall pay to be effective as of the Agent a processing fee date specified in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionAssignment and Acceptance.

Assignments; Participations. (a) Any Each Lender maymay 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 a participation), each of which assignees shall become a party to this Agreement as a Lender (A) by execution and delivery to the Administrative Agent of an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, by manually execution and delivery to the Administrative Agent of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective without the prior written consent of (i) Administrative Agent and each Issuing Bank, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that, the Agentconsent of Administrative Agent or such Issuing Bank shall not be required in connection with an assignment to another Lender, to any Affiliate of a Lender, or to any Approved Fund, (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, such transfer or assignment will not be effective without the prior written consent of Borrower (in each caseAgent, which consents consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, assign and delegate to one or more Eligible Assignees (provided that (x) no such that, the consent of Borrower Agent shall not be required in connection with any an assignment to another Lender, to any Affiliate of a then-existing Lender and (y) Lender, or to any Approved Fund or prior to the completion of the primary syndication as determined by Administrative Agent; provided further that such consent of the Borrower Agent shall be deemed to have been given if the Borrower Agent has not responded within ten (10) Business Days of receipt of a written request for such consent; provided, further, that no such consent shall be required (iii) in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each the case of an “Assignee”) all, or any ratable part of all, assignment of the Loans, entire remaining amount of the Commitments assigning Lender’s Commitment and the other rights and obligations Loans at the time owing to it or in the case of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 Lender, an Affiliate of a Lender); providedLender or an Approved Fund, howeverno minimum amount need be assigned, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (Biv) such Lender and its Assignee shall deliver to transfer or assignment will not be effective until recorded by Administrative Agent on the Borrower and the Agent an Assignment and Acceptance; Register, and (Cv) the assignor Lender or Assignee Administrative Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with With the written prior consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseBorrowers, which consents consent shall not be unreasonably withheld or delayed)withheld, each Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other Persons all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) written notice each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) under each Facility, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, shall be given and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto, and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, further, that the Agent may elect such Lender shall cease to waive such processing fee in its sole discretionbe a party hereto).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments and outstanding Loans made by it, 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 Note or to a Lender or to an Affiliate of a LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event an Event of Default shall have occurred and be continuing), (ii) each such assignment, together with payment instructions, addresses and related information with respect to the Assignee, assignment shall be given to of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iii) unless otherwise waived by the Borrower and the Agent Administrative Agent, except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $10,000,000, determined by combining the amount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such Lender assignment (or, if less, the entire Commitment and Loans of the Assigneeassigning Lender); provided, however, the limitation on assignment in this clause (Biii) shall be no less than the aggregate principal amount of $5,000,000 (determined as of the date of the Assignment and Acceptance with respect to such Lender assignment) if an Event of Default shall have occurred and its Assignee shall be continuing; and (iv) the parties to each such assignment will execute and deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have (in addition to any rights and obligations theretofore held by it) the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The covenants, that agreements and obligations of each Lender set forth in each Assignment and Acceptance shall be deemed made to and for the benefit of the Administrative Agent may elect to waive such processing fee and the other parties hereto as if set forth at length herein. Unless otherwise waived by the Borrower, each Assignee which was not previously a Lender hereunder and which is not a "United State person" as defined in its sole discretionSection 7701(a)(30) of the Internal Revenue Code shall, within three Business Days of becoming a party hereto, deliver the forms required by SECTION 2.16(D).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $1,000,000 and (iv) the Assignee, shall be given parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,500 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender mayBank may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Revolving Loans at the time owing to it); provided, with the written consent of that (i) except in the Agentcase of an assignment to a Bank or an Affiliate of a Bank, (ii) each of the Swingline Lender Borrower and the Letter of Credit Issuers, and Agent must give their prior written consent (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 consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (xii) no such consent shall be required except in connection with any the case of an assignment to a then-existing Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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); providedBank or an assignment of the entire amount of the assigning Bank’s Revolving Commitment hereunder or an assignment while an Event of Default has occurred and is continuing, however, that the amount of the Revolving Commitment of the assigning Bank subject to each such assignment (A) written notice determined as of such assignment, together with payment instructions, addresses the date the Assignment and related information Acceptance with respect to such assignment is delivered to the Assignee, Agent) shall not be given to less than $1,000,000 (unless the Borrower and the Agent by such Lender shall otherwise consent), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement and the Assignee; other Loan Documents, (Biv) such Lender the assigning Bank and its Assignee the assignee shall execute and deliver to the Borrower and the Agent an Assignment and Acceptance; , together with a processing and recordation fee payable by the assigning Bank or the assignee (as determined between such Persons) in an amount equal to $3,500 and (Cv) the assignor Lender or Assignee such assignee, if it is not a Bank, shall pay deliver a duly completed administrative questionnaire to the Agent a processing fee in the amount of $3,500Administrative Agent; provided, furtherthat any consent of the Borrower otherwise required hereunder shall not be required if an Event of Default has occurred and is continuing. Upon the execution and delivery of such Assignment and Acceptance and payment by such assignee to the assigning Bank of an amount equal to the purchase price agreed between such Persons, that such assignee shall become a party to this Agreement and any other Loan Documents to which such assigning Bank is a party and, to the extent of such interest assigned by such Assignment and Acceptance, shall have the rights and obligations of a Bank under this Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent (and, in the case of an Assignment and Acceptance covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall be entitled to the benefits of Sections 2.20, 2.24, 2.27, 10.1 and 10.2). Upon the consummation of any such assignment hereunder, the assigning Bank, the Agent may elect and the Borrower shall make appropriate arrangements to waive such processing fee in its sole discretionhave new Revolving Notes issued if so requested by either or both the assigning Bank or the assignee. Any assignment or other transfer by a Bank that does not fully comply with the terms of this clause (a) shall be treated for purposes of this Agreement as a sale of a participation pursuant to clause (b) below.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (xi) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, that such Xxxxxx intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required in connection with any for the assignment of Term Loans to a then-existing Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y) such ), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender Xxxxxx and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its their sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Xxxxxx.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrowers (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrowers' consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such assignment (or, shall be given if less, the entire Commitment of the assigning Lender), and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of (i) the Agent, (ii) the Swingline Lender Agent 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 casePlanet Hollywood, which such consents shall not be unreasonably withheld delayed or delayed)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 including, without limitation, a portion of its Revolving Credit Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit) and the other Related Documents; provided, however, that no consent of the Agent or Planet Hollywood is required for a transfer by a Lender to another Lender (xincluding a transfer by CIT to WLR pursuant to the Inter-Lender Agreement) no such consent shall be required in connection with any assignment or a transfer by a Lender to a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt an Affiliate of a written request for consentLender; and provided, further, that no (i) each such consent assignment shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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 principal amount of not less than $5,000,000, or an integral multiple 2,500,000 and in multiples of $1,000,000 in excess thereof (provided that an amount less than or the minimum amount remainder of $5,000,000 may be assigned if agreed such Lender's Revolving Credit Commitment), (ii) the parties to by the Borrower each such assignment shall execute and deliver to the Agent, or if such amount represents all of for its acceptance and recording in the LoansRegister (as hereinafter defined), 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent 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 party 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 obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee 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. In the event that WLR at any time purchases CIT's interest in the amount Obligations, all indemnity obligations of $3,500; provided, further, that the Agent may elect Borrowers and Guarantors contained in any Loan Document shall survive such purchase by WLR and continue to waive such processing fee run in its sole discretionfavor of CIT as if it were a Lender hereunder.

Assignments; Participations. (a) Any Lender (each an "Assignor") may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees banks or other entities and may, with notice to Borrower, Agent and each Issuing Lender but without the consent of Borrower, Agent or such Issuing Lenders, assign to any of its Affiliates, a Related Fund or any other Lender (provided that each an "Assignee"), all or any part of the Advances, the Term Loan Commitment, Revolving Credit Commitment (x) no including the L/C Commitment), any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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 consenthereunder; provided, furtherhowever, that no such consent shall assignment must be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and Xxxxxxx Sachs Lending Partners LLCeach Issuing Lender) of One Million Dollars ($1,000,000) (each an “Assignee”) allor, if less, the full amount of such Assignor's Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit 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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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, howeverfurther, that any assignment of Term Advances or the Term Loan Commitment shall not require the notification of, or consent of, such Issuing Lenders; provided, further, that (Ai) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such assignment; (ii) Borrower and Agent shall be entitled to continue to deal solely and directly with such Assignor in connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and Assignor shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or obligations until the Assignee shall deliver have delivered to the Borrower and the Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit M (an "Assignment and Acceptance; "), and (C) the assignor Lender or Assignee Assignor shall pay to the Agent have paid a processing fee to Agent in the amount of Two Thousand Dollars $3,500; provided2,000, further, that and thereupon shall be released from its obligations with respect to the Agent may elect to waive such processing fee in its sole discretionassigned portion.

Assignments; Participations. (a) Any Lender other than any Conduit Lender (each an “Assignor”) may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that (x) no banks or other entities and may, with notice to Borrower, Agent and each Issuing Lender but without the consent of Borrower, Agent or such consent shall be required in connection with Issuing Lenders, assign to any assignment to a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt Affiliate of a written request for consent; providedLender, further, that no such consent shall be required in connection with an Approved Fund or any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) other Lender (each an “Assignee”) all), all or any ratable part of all, of the LoansAdvances, the Commitments Revolving Credit Commitment (including the L/C Commitment), any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Lender hereunder; provided, however, that such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and each Issuing Lender) of One Million Dollars ($1,000,000) (or, if less, the full amount of such Assignor’s Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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, howeverfurther, that (Ai) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such assignment; (ii) Borrower and Agent shall be entitled to continue to deal solely and directly with such Assignor in connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have 88 been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and Assignor shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or obligations until the Assignee shall deliver have delivered to the Borrower and the Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit M (an “Assignment and Acceptance; ”), and (C) the assignor Lender or Assignee Assignor shall pay to the Agent have paid a processing fee to Agent in the amount of Three Thousand Five Hundred Dollars $3,500; provided, furtherand thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, that any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent any or all of the Advances it may elect have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in its sole discretionthe first sentence of this Section 9.04(a).

Assignments; Participations. (a) Any Lender may, with With the written consent of (i) the 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, Borrowers which consents shall will not be unreasonably withheld or delayed), the Lender shall have the right at any time to assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required commercial banks or other financial institutions all or a portion of its Working Capital Commitment, the Loans owing to it and Term Note held by it. The Lender may also grant participations in connection with any assignment to a then-existing Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, all or any ratable part of allits rights and obligations under this Agreement (including, without limitation, all or any part of the Working Capital Commitment and the Loans, the Commitments and the as applicable) to one or more other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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)Persons; provided, however, that (Ai) written notice any such disposition shall not, -------- ------- without the consent of such assignmentthe Borrower, together require the Borrower to file a registration statement with payment instructionsthe Securities and Exchange Commission or apply to qualify the Loans under the blue sky law of any state; and (ii) Lender shall make and receive all payments for the account of its participant and shall retain exclusively, addresses and related information shall continue to exercise exclusively, all rights of approval and administration available hereunder with respect to the AssigneeWorking Capital Commitment and the Loans even after giving effect to the sale of any such participation, and Lender shall make such arrangements with its participants as may be necessary to accomplish the foregoing. No holder of a participation in all or any part of the Loans shall be given a "lender" for any purpose under this Agreement; provided, however, that each -------- ------- holder of a participation shall have the rights of increased capital as the Lender (including any right to the Borrower receive payment) under Sections 2.7, 3.7 and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500-------- --- --- 12.7; provided, further, that all requests for any such payments shall be ---- -------- ------- made by a participant through the Agent may elect Lender. The right of each holder of a participation to waive receive payment under Sections 2.7, 3.7 and 12.7 and shall ------------ --- ---- be limited to the lesser of (i) the amounts actually incurred by such processing fee in its sole discretionholder for which payment is provided under such Sections and (ii) the amounts that would have been payable under such Sections by the Borrowers to the Lender granting the participation to such holder had such participation not been granted.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the 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 consents consent shall not be unreasonably withheld or delayedwithheld), 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 a Lender to a then-existing an Affiliate of such Lender and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCor another Lender) (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 $5,000,00010,000,000, or an integral multiple or, if less, all of $1,000,000 in excess thereof such Lender’s Commitment (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitment, 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 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 Lender10,000,000); provided, however, 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 (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver 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, if any, subject to such assignment, and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . 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 Agent may elect to waive such processing fee Revolving Loans and Commitments in its sole discretionaccordance herewith.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Term Note 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 LenderTerm Notes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by their counter-execution of the relevant Assignment and Acceptance), which consents shall not be unreasonably withheld, provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment, together with payment instructions, addresses assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and related information Acceptance with respect to such assignment) less than $5,000,000 (or, if less, the Assigneefull amount of the assigning Lender's outstanding Loans), shall be given and (iii) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Term Note or Term Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than (y) $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans, shall be given Letter of Credit Exposure and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the Borrower entire Commitment of the assigning Lender) or (z) in the case of Swingline Loans, the entire Swingline Commitment and the Agent by full amount of outstanding Swingline Loans, and (iv) the parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, 84 91 which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate or Approved Fund of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, and with respect to each Class of Loans, each such assignment by a Lender of any of its interests relating to Loans of a particular Class shall be made in such manner so that the same portion of its Commitment, Loans, Note or Notes and other interests under and with respect to such Class is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a Lender, no such assignment shall be given in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than (x) in the Borrower case of Tranche A Term Loans and Revolving Credit Commitments, the aggregate amount of $5,000,000, determined by combining the amount of the assigning Lender's outstanding Tranche A Term Loans and Revolving Loans and Unutilized Revolving Credit Commitment (or, if less, the full amount of the assigning Lender's outstanding Tranche A Term Loans and the Agent entire Revolving Credit Commitment), (y) in the case of Tranche B Term Loans, the aggregate amount of $1,000,000 (provided that simultaneous transfers by any Lender to Approved Funds of such Lender may be aggregated for purposes of the foregoing minimum assignment amount), or (z) in the case of Swingline Loans, the entire Swingline Commitment and the Assignee; full amount of the outstanding Swingline Loans, and (Biv) the parties to each such Lender assignment will execute and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account (provided that in the case of multiple simultaneous transfers by any Lender to Approved Funds of such Lender, only one processing fee of $3,000 shall be payable under the foregoing). Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $10,000,000 in the written consent aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible 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 144 execution of an Assignment and Acceptance; provided, that, such transfer or assignment will not be effective until: (i) it is recorded by the Agent, applicable Agent on the applicable Register; (ii) Agent shall have received for its sole account payment of a processing fee from the Swingline assigning Lender and or the Letter assignee in the amount of Credit Issuers$5,000; (iii) Agent shall have provided its prior written consent to such assignment, and (iiiiv) so long as Borrowers shall have provided their prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that, (A) Borrowers shall be deemed to have consented to a proposed assignment unless they object to such assignment by written notice to Agent within five (5) Business Days after having received notice thereof and (B) no consent of Borrowers shall be required if a Default or an Event of Default under any of Section 10.1(a), (e), (f) exists or (g) has occurred and is continuing. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the Borrower (in each case, which consents consent of Borrowers or Agent shall not be unreasonably withheld or delayed)required, assign the minimum assignment amount shall not be applicable, an Assignment and delegate to one or more Eligible Assignees (provided that (x) no such consent 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 such assignment is in connection with any assignment to a then-existing Lender and (y) such consent shall be deemed to have been given if merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the Borrower has not responded within ten (10) Business Days of receipt business or loan portfolio of a written request for consentLender; provided, further, that no such consent shall be required Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of interest so assigned until such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) time as written notice of such assignment, together with payment instructions, addresses and related information with respect to assignment shall have been delivered by the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor assigning Lender or Assignee shall pay the assignee to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionAgent.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such assignment (or, shall be given if less, the entire Commitment of the assigning Lender), and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and the Assignor and/or the Assignee will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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)Notes held by it; provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such assignment (or, shall be given if less, the entire Commitment of the assigning Lender) and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the Agent may elect to waive such processing fee in its sole discretion.effectiveness

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Revolving Credit Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and Matria (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that Matria's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment by a Lender shall be made in such manner so that the same portion of its Revolving Credit Commitment, together with payment instructionsRevolving Loans, addresses Revolving Credit Note and related information other interests is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than (y) in the Assigneecase of assignments of Revolving Credit Commitments, shall be given to $5,000,000 (or, if less, the Borrower entire Revolving Credit Commitment of the assigning Lender), or (z) in the case of assignments of Swingline Loans, the entire Swingline Commitment and the Agent by full amount of the outstanding Swingline Loans, and (iv) the parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made 102 109 to and for the benefit of the Administrative Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $5,000,000 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 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 without the prior written consent of (i) Agent, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that, the Agentconsent of Agent shall not be required in connection with an assignment to another Lender, to any Affiliate of a Lender, or to any Approved Fund, (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, such transfer or assignment will not be effective without the prior written consent of Borrower (in each caseAgent, which consents consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, assign and delegate to one or more Eligible Assignees (provided that (x) no such that, the consent of Borrower Agent shall not be required in connection with an assignment to another Lender, to any Affiliate of a Lender, or to any Approved Fund or prior to the completion of the primary syndication as determined by Agent, (iii) in the case of an assignment of the entire remaining amount of the assigning Lender’s Loans at the time owing to it or in the case of an assignment to a then-existing Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned, (iv) such transfer or assignment will not be effective until recorded by Agent on the Register, and (yv) such consent Agent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt received for its sole account payment of a written request for consent; provided, further, that no such consent shall be required processing fee from the assigning Lender or the assignee in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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 $5,000,0003,500. Notwithstanding the foregoing, or an integral multiple without the consent of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such no assignment of any Loans to the Sponsor Affiliated Lender (other than the initial assignment of $7,500,000 in principal amount represents all of the Loans, Loans to AEA Middle Market Debt Funding LLC following the Commitments and the other rights and obligations of the Lender hereunderClosing Date) (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 Sponsor Affiliated Lender (other than an assignment by 1292 the Sponsor Affiliated Lender to one of its Affiliates of the entire remaining amount of the Sponsor Affiliated Lender); provided, however, that (A’s Loans) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionpermitted.

Assignments; Participations. (a) Lender's Assignment Rights. Any Lender may, with the prior -------------------------- written consent of (i) the AgentAgent and, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so as long as no Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, with the prior consent of Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees assignees (provided that (x) no such written consent of Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to a then-existing Lender and (y) an Affiliate of such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCLender) (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 five million dollars ($5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (i) no such assignment shall be permitted if the Assignee is not a bank lender exempt from applicable usury laws (and Agent may require that such Assignee deliver an opinion to that effect as a condition to such assignment), and any assignment to any bank or lender which is not so exempt from applicable usury laws shall cause the assigning Lender and the Assignee to be Defaulting Lenders hereunder until such assignment is rescinded or such Assignee receives its exemption from applicable usury laws; and (ii) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in form and substance satisfactory to Agent (an "Assignment and Acceptance"); and (C) the assignor assigning ------------------------- Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of three thousand five hundred dollars ($3,500; provided). Anything contained herein to the contrary notwithstanding, furtherthe consent of Agent and Borrower shall not be required if such assignment is to an Affiliate or Subsidiary of such Lender or is in connection with any merger, that consolidation, sale, transfer, or other disposition of all or any substantial portion of the Agent may elect to waive business or loan portfolio of such processing fee in its sole discretionLender.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) written notice so long as First Union remains the Agent, it will retain a Commitment of ten percent (10%) of the Total Commitment, up to a total exposure of $15,000,000 (including the Commitment, Swingline Note and any commitment under the ELLF) at all times (free of participation), (ii) each such assignment shall be of an equal percentage of such assignmentLender's rights and obligations (including its Commitment, together with payment instructionsthe outstanding Loans made by it, addresses the Note or Notes held by it, its participations in Letters of Credit and related information its commitment and loans as a Lender (as defined in the Participation Agreement) under the ELLF), (iii) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written consent of the Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (iv) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the Assignee, shall be given to lesser of (y) the Borrower and the Agent by entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000, and (v) the Assignee; (B) parties to each such Lender assignment will execute and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor assigning Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five (5) Business Days after the execution and delivery to the Agent thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, and from and after such assignment, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender (the “assigning Lender”) may, with the written consent of the Agents (iwhich consent shall not be unreasonably withheld or delayed) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as if no Default or Event of Default under any exists with the written consent of Section 10.1(a), the Borrowers (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agents or the Borrowers shall be required in connection with any assignment and delegation (i) by an assigning Lender to an Affiliate of the assigning Lender or to another Lender or (ii) of Term Loans to an Eligible Assignee that is a then-existing Lender and bank, financial institution or other entity which extends credit or buys term loans in the ordinary course of its business (y) such consent shall be deemed to have been given if but excluding any competitor of the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCBorrowers)) (each each, an “Assignee”) all, or any ratable part of all, of the LoansRevolving Credit Commitment (if any), the Commitments Loans and the other rights and obligations of such the assigning Lender hereunder, in a minimum amount of $5,000,000, or an 10,000,000 and integral multiple amounts of $1,000,000 5,000,000 in excess thereof (provided that an amount less than that, unless the assigning Lender has assigned and delegated all of its Loans and Revolving Credit Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, the assigning Lender retains a Revolving Credit Commitment (or, with respect to a Term Lender, Term Loans or, with respect to a Revolving Lender after the termination of the Revolving Credit Commitments, Revolving Loans) in a minimum amount of $5,000,000 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 Lender10,000,000); provided, howeverfurther, that the Obligated Parties and the Agents may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall be have been given to the Borrower Xxxxx and the Agent 138 Agents by such the assigning Lender and the Assignee; , (Bii) such the assigning Lender and its the Assignee shall deliver have delivered to the Borrower Xxxxx and the Agent Agents an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance; ”), together with, in the case of delivery to the Administrative Agent, any Term Loan Note subject to such assignment, and (Ciii) the assignor assigning Lender or the Assignee shall pay has paid to each of the Agent Agents a processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500; provided). If applicable, further, that the Borrowers agree to promptly execute and deliver new Term Loan Notes and replacement Term Loan Notes as reasonably requested by the Administrative Agent may elect to waive such processing fee evidence assignments of Term Loans in its sole discretionaccordance herewith.

Assignments; Participations. (a) Any Each Lender may, with the written consent of may (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitment, the Agent, Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit Accommodations) and the other Financing Agreements; to its parent company and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company or to one or more Lenders or (ii) assign all, or if less than all a portion equal to at least $5,000,000 in the Swingline aggregate for the assigning Lender or assigning Lenders, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (provided that (xA) no such the consent of Agent shall be required in connection with any assignment to an Eligible Transferee pursuant to clause (ii) above, (B) if such Eligible Transferee is not a thenbank, Agent shall receive a representation in writing by such Eligible Transferee that either (1) no part of its acquisition of its Loans is made out of assets of any employee benefit plan, or (2) after consultation, in good faith, with Borrowers and provision by Borrowers of such information as may be reasonably requested by such Eligible Transferee, the acquisition and holding of such Commitments and Loans does not constitute a non-existing Lender exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, or (y3) such consent shall be deemed assignment is an "insurance company general account," as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95.60 (issued July 12, 1995) ("PTCE 95-60"), and, as of the date of the assignment, there is no "employee benefit plan" with respect to have been given if which the Borrower has not responded within aggregate amount of such general account's reserves and liabilities for the contracts held by or on behalf of such "employee benefit plan" and all other "employee benefit plans" maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) Business Days percent of receipt the total reserves and liabilities of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCgeneral account (as determined under PTCE 95-60) (each an “Assignee”exclusive of separate account liabilities) all, or any ratable part plus surplus as set forth in the National Association of all, Insurance Commissioners Annual Statement filed with the state of the Loans, the Commitments and the other rights and obligations domicile of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; Eligible Transferee and (C) the assignor Lender such transfer or Assignee shall pay to assignment will not be effective until recorded by the Agent on the Register. As used in this Section, the term "employee benefit plan" shall have the meaning assigned to it in Title I of ERISA and shall also include a processing fee "plan" as defined in Section 4975(e)(1) of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionCode.

Assignments; Participations. (a) Any Lender may, with With the written prior consent of (i) the Agent, (ii) the Swingline Lender Agent 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 caseBorrower, which consents consent shall not be unreasonably withheld or delayed)withheld, each Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to other Persons all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) written notice each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) under each Facility, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, shall be given and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto, and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, further, that the Agent may elect such Lender shall cease to waive such processing fee in its sole discretionbe a party hereto).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Revolving Credit Commitments, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any -------- ------- such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the -------- Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than (y) in the Assigneecase of Revolving Credit Commitments, shall $2,500,000, determined by combining the amount of the assigning Lender's outstanding Revolving Loans, Letter of Credit Exposure and Unutilized Revolving Credit Commitment being assigned pursuant to such assignment (or, if less, the entire Revolving Credit Commitment of the assigning Lender), provided that in the Agent's discretion such amount may be given reduced for -------- assignments made in connection with additions to the Borrower aggregate Revolving Credit Commitments as provided for in Section 2.1(c), or (z) in the case of Swingline Loans, the entire Swingline Commitment and the Agent by full amount of the outstanding Swingline Loans, and (iv) the parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,500 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, from and after such assignment relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender (the “assigning Lender”) may, with the written consent of the Agents (iwhich consent shall not be unreasonably withheld or delayed) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as if no Default or Event of Default under any exists with the written consent of Section 10.1(a), the Borrowers (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agents or the Borrowers shall be required in connection with any assignment and delegation by an assigning Lender to a then-existing an Affiliate of the assigning Lender and (y) such consent shall be deemed or to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCanother Lender) (each each, an “Assignee”) all, all or any ratable part of all, the Commitment of the Loans, the Commitments and the other rights and obligations of such assigning Lender hereunder, in a minimum amount of $5,000,000, or an 10,000,000 and integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount amounts of $5,000,000 may be assigned if agreed to by the Borrower and the Agentin excess thereof, or if such amount represents all together with a ratable part of the Loans, the Commitments assigning Lender’s outstanding Loans and the other rights and obligations of the assigning Lender hereunder) hereunder (providedprovided that, further that unless the assigning 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, the assigning Lender retains a Commitment in a minimum amount shall apply to any assignment to an Approved Fund or to of $10,000,000 and a Lender or to an Affiliate ratable part of a Lenderthe outstanding Loans and the other rights and obligations hereunder); provided, howeverfurther, that the Obligated Parties and the Agents may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall be have been given to the Borrower Xxxxx and the Agent Agents by such the assigning Lender and the Assignee; , (Bii) such the assigning Lender and its the Assignee shall deliver have delivered to the Borrower Xxxxx and the Agent Agents an Assignment and Acceptance substantially in the form of Exhibit F (an “Assignment and Acceptance; ”), and (Ciii) the assignor assigning Lender or the Assignee shall pay has paid to each of the Agent Agents a processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500; 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 (i) the 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 consents consent shall not be unreasonably withheld or delayedwithheld) and the Borrower (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to a then-existing Lender and (y) an Affiliate of such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCLender) (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, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the 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 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)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 (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver 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 (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Borrower's consent to an assignment shall not be required when an Event of Default has occurred and is continuing. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Loans and Commitments in its sole discretionaccordance herewith.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note 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 LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans, shall be given and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the Borrower entire Commitment of the assigning Lender), and (iv) the Agent by parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender, any Affiliate of a then-existing Lender (including, for the avoidance of doubt, any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Xxxxx Lending Partners LLC) or any Approved Fund and (y) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) written notice each such assignment shall be of an equal percentage of such assignmentLender's rights and obligations (including its Revolver A Commitment and Revolver B Commitment, together with payment instructionsthe outstanding Loans made by it, addresses the Note or Notes held by it, its participations in Letters of Credit and related information its commitment and loans (if any) as a Lender (as defined in the Participation Agreement) under the ELLF), (ii) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written consent of the Administrative Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the Assignee, shall be given to lesser of (y) the Borrower and the Agent by entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000, and (iv) the Assignee; (B) parties to each such Lender assignment will execute and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and the assigning Lender will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five (5) Business Days after the execution and delivery to the Administrative Agent thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, and from and after such assignment, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the 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 consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees assignees (provided that (x) no such written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to a then-existing Lender and (y) an Affiliate of such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCLender) (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 $5,000,00015,000,000 or if less the entire amount of such Lender's Commitment (provided, or that, unless an integral multiple of $1,000,000 assignor Lender has assigned and delegated all 91 100 its Loans and Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect to such assignment and/or delegation, such assignor Lender retains a Commitment in excess thereof (provided that an amount less than the a minimum amount of $5,000,000 may be assigned if agreed to by 15,000,000); PROVIDED, HOWEVER, that the Borrower Loan Parties and the Agent, or if Agent may continue to deal solely and directly with such amount represents all of Lender in connection with 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 interest so assigned to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of EXHIBIT E ("Assignment and Acceptance; ") and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided3,000. The Agent agrees that if, furtheras a result of any assignments or delegations of its Commitment, that the aggregate of the Commitments of the Agent, in its capacity as a Lender, and its Affiliates shall fall below $50,000,000, the Agent may elect to waive shall, upon the written request of the Borrowers (but only if there exists no Default or Event of Default at the time of such processing fee request), resign as Agent in its sole discretionaccordance with the provisions set forth in SECTION 14.9.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such 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; providedeach, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, all or any ratable part a portion of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Revolving Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Revolving Loans made by the Borrower it and the Agent, Revolving Note 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 LenderRevolving Notes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld by the Administrative Agent (provided that the Borrower’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender’s rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $10,000,000, determined by combining the Assigneeamount of the assigning Lender’s outstanding Revolving Loans, shall be given and Unutilized Revolving Commitment being assigned pursuant to such assignment (or, if less, the Borrower entire Revolving Commitment of the assigning Lender), and (iv) the Agent by parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Revolving Note or Revolving Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,500 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (CB) the assignor assigning Lender or Assignee shall pay shall, to the Agent a processing fee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender maymay assign to one or more --------------------------- other Eligible Assignees(each, with an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the outstanding Loans made by it, the Note or Notes held by it and its participations in Letters of Credit); provided, however, that -------- ------- (i) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written consent of (i) the Agent, (ii) the Swingline Lender Administrative Agent 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 caseto be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consents shall not be unreasonably withheld withheld, provided that the Borrower's consent shall not be -------- required in the event a Default or delayedEvent of Default shall have occurred and be continuing, and provided further that in the case of an assignment of a -------- ------- Revolving Credit Commitment, the Issuing Lender must also give its prior written consent thereto (which consent shall not be unreasonably withheld), assign (ii) each such assignment by a Lender of any of its interests relating to Loans of a particular Class shall be made in such manner so that the same portion of its Commitment, Loans, Note or Notes and delegate other interests under and with respect to one such Class is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or more Eligible Assignees an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (provided that determined as of the date of the Assignment and Acceptance with respect to such assignment) less than (x) no such consent shall be required in connection with any assignment to a then-existing Lender and the case of Term Loans, $5,000,000 (or, if less, the full amount of the assigning Lender's outstanding Term Loans), (y) in the case of Revolving Loans, $5,000,000, determined by combining the amount of the assigning Lender's outstanding Revolving Loans, Letter of Credit Exposure and Unutilized Revolving Credit Commitment being assigned pursuant to such consent shall be deemed to have been given assignment (or, if less, the Borrower has not responded within ten (10) Business Days entire Revolving Credit Commitment of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) allthe assigning Lender), or any ratable part (z) in the case of all, of the Swingline Loans, the Commitments entire Swingline Commitment and the other full amount of the outstanding Swingline Loans, (iv) unless the assigning Lender ceases to be a Lender, the aggregate amount of the Loans owing to and unused Commitments of such Lender after giving effect to such assignment shall not be less than $5,000,000, and (v) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations of hereunder have been assigned to it pursuant to such Lender hereunderAssignment and Acceptance, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than shall have the minimum amount of $5,000,000 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 assigning 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 (A) written notice of such assignment, together with payment instructions, addresses and related information hereunder with respect to the Assignee, shall be given to the Borrower thereto and the Agent by such Lender and the Assignee; (B) such the assigning Lender and its Assignee shall deliver shall, to the Borrower extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the Agent other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance; Acceptance covering all or the remaining portion of such assigning Lender's rights and (C) obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the assignor effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender or Assignee set forth therein shall pay be deemed made to and for the benefit of the Administrative Agent a processing fee in and the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionother parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender maymay 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 a participation), each of which assignees shall become a party to this Agreement as a Lender (A) by execution and delivery to the Administrative Agent of an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, by manually execution and delivery to the Administrative Agent of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective without the prior written consent of (i) Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, provided, that, the Agentconsent of Administrative Agent shall not be required in connection with an assignment to another Lender, to any Affiliate of a Lender, or to any Approved Fund, (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, such transfer or assignment will not be effective without the prior written consent of Borrower (in each caseAgent, which consents consent shall not be unreasonably withheld withheld, conditioned or delayed); provided, assign and delegate to one or more Eligible Assignees (provided that (x) no such that, the consent of Borrower Agent shall not be required in connection with any an assignment to another Lender, to any Affiliate of a then-existing Lender and (y) Lender, or to any Approved Fund or prior to the completion of the primary syndication as determined by Administrative Agent; provided, further, that such consent of the Borrower Agent shall be deemed to have been given if the Borrower Agent has not responded within ten (10) Business Days of receipt of a written request for such consent; provided, further, that no such consent shall be required (iii) in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each the case of an “Assignee”) all, or any ratable part of all, assignment of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum entire remaining amount of $5,000,000, the assigning Lender’s Loans at the time owing to it or in the case of an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 Lender, an Affiliate of a Lender); providedLender or an Approved Fund, howeverno minimum amount need be assigned, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (Biv) such Lender and its Assignee shall deliver to transfer or assignment will not be effective until recorded by Administrative Agent on the Borrower and the Agent an Assignment and Acceptance; Register, and (Cv) the assignor Lender or Assignee Administrative Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (aA) Any Lender mayCreditor may assign, and if required by the Borrower under Clause Thirteenth, subsection (f) shall, at any time, assign one or more Eligible Assignees all or a portion of their credit rights and obligations of the Creditor under this Agreement for a minimum amount of $60,000,000.00 (sixty million pesos 00/100), with the written consent of the Borrower, which may not be conditioned or denied without good cause and in the case of occurred and continues an Event of Default, the Borrower’s consent shall not be required (assuming also that (i) any obligation arising in the Agentpayment of fees pursuant to Clauses Eighth, subsection (b) (i) Thirteenth or this Agreement as of the date of the transfer occurs respective to justify denying consent Accredited, (ii) except that an assignor creditor fails to comply with subsection (c) below, the Swingline Lender and consent the Letter Borrower shall be deemed granted unless the Accredited reply in writing to any request for consent within five Business Days after receipt of Credit Issuerssuch request, and (iii) so long as no with respect to Eligible Assignees described in subsection (f) the definition of “Eligible Assignees” means any transfer of any such Eligible Assignees subject to the absolute discretion of the Borrower) and with the confirmation of the Administrative Agent for the payment of the management fee referred to in subparagraph (d) (3) below, in the understanding that will not require the written consent of the Borrower in assignments made by any creditor to its Affiliates and / or subsidiaries while not requiring the Borrower to pay additional amounts under Clauses Eighth, subsection (b) (i) and Thirteenth which payment had not been required but for this assignment) (each a “Assignee”), however, (A) if an Event of Default under and continuing it at the time of transfer, any Creditor may assign to any third party share of Section 10.1(a)the credit as would be consistent with its Commitment, (e)B) after any assignment, the provisions of Clause Twenty-third will be effective for the benefit of the transferor Creditor to the extent that it relates with events, circumstances, claims, costs, expenses or liabilities that arose before such transfer, (fC) or if a transfer to an entity described in subparagraph (gvi) has occurred of the definition of “Eligible Assignees” the Creditor concerned will provide accredited information and is continuingdocuments relating to the proposed transferee as requested by the Borrower, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (yD) such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (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, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of Administrative Agent may continue to negotiate only with the Loans, Creditor with respect to 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 assigned to a Lender or assignee and the assignment shall not become effective until: (1) the assignor and assignee Creditor delivered to an Affiliate of Borrower and the Administrative Agent a Lender); provided, however, that (A) written notice informing of such assignment, together with payment instructions, addresses and related information with respect relating to the Assignee, shall be given (2) the Creditor assignor and assignee have delivered to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit “9” (“Assignment and Acceptance; and ”), (C3) the Creditor assignor Lender or Assignee shall pay to assignee has paid the Administrative Agent a processing management fee in the amount of USD $3,500; provided3,500.00 (three thousand five hundred dollars 00/100) (the management fee shall be payable on all transfers, furtherincluding without limitation, the assignment of a Creditor to another Creditor) and (4) except If an Event of Default occurs and continues, that the Agent may elect Grantee has delivered to waive such processing fee in its sole discretionthe Borrower, if applicable, copy of certificate of tax residence to check the residence of the Transferee, as stated above.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of Agent (the prior written consent of Agent shall not be required in the event of an assignment to a Person that is an Eligible Transferee under Section 1.45(a) or (b) hereof) and prior written notice to Administrative Borrower, 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 obligations under this Agreement to one or more Eligible Transferees (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 AgentRegister, (ii) Agent shall have received for its sole account payment of a processing fee from the Swingline assigning Lender and or the Letter assignee in the amount of Credit Issuers$3,500 (the payment of the processing fee shall not be required in the event of an assignment to a Person that is an Eligible Transferee under Section 1.45(a) or (b) hereof), 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, such transfer or assignment shall require the prior written consent of Administrative Borrower (the prior written consent of Administrative Borrower shall not be required in each casethe event of an assignment to a Person that is an Eligible Transferee under Section 1.45(a) or (b) hereof), which consents shall not be unreasonably withheld or delayed), assign delayed and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such consent shall be deemed granted if not objected to have been given if the Borrower has not responded within ten three (103) Business Days of receipt of a written request for consent; provided, further, that and (iv) no such consent assignment shall be required in connection with made or participation sold to any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each Direct Competitor of any Borrower except after the occurrence of an “Assignee”) all, or any ratable part Event of all, Default. No Lender shall make an assignment of the Loans, the Commitments and the other its rights and obligations under this Agreement without making a contemporaneous assignment to the same assignee of an equivalent percentage of such Lender hereunderLender's (or in the case of Congress, in a minimum amount of $5,000,000its affiliate, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the AgentWachovia Capital Investments, or if such amount represents all of the Loans, the Commitments and the other Inc.) rights and obligations in respect of the Lender hereunder) Tranche A Loans (provided, further that no as 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee term is defined in the amount of $3,500; provided, further, that Synthetic Lease Facility Agreements) under the Agent may elect to waive such processing fee in its sole discretionSynthetic Lease Facility Agreements.

Assignments; Participations. (a) Any Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of (i) the Agent, (ii) the Swingline Lender Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Buyer all or any of its rights under this Agreement and the Letter other Program Documents, provided, however, that Buyer shall maintain, for review by Seller upon written request, a register of Credit Issuersassignees and a copy of an executed assignment and acceptance by Buyer and assignee, specifying the percentage or portion of such rights and obligations assigned. Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. (iiib) so long as no Event of Default under Buyer may, in accordance with applicable law, at any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate time sell to one or more Eligible Assignees entities (provided that (x“Participants”) no participating interests in this Agreement, its agreement to purchase Loans, or any other interest of Buyer hereunder and under the other Program Documents. In the event of any such consent sale by Buyer of participating interests to a Participant, Buyer’s obligations under this Agreement to Seller shall be required remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with any assignment to a then-existing Lender Buyer’s rights and (y) such consent obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are 67 due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have been given the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the Borrower has not responded within ten (10) Business Days amount of receipt of its participating interest were owing directly to it as a written request for consentBuyer under this Agreement; provided, furtherthat such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Sections 3(h), 3(i), 23 and 25 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such consent shall be required transfer occurred. (c) Buyer may furnish any information concerning Seller or any of its Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any assignments between Xxxxxxx Xxxxx Bank USA such assignment and/or participation, to execute and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) alldeliver replacement notes, or any ratable part of alland to enter into such restatements of, of the Loansand amendments, the Commitments supplements and other modifications to, this Agreement and the other rights Program Documents in order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of all reports and obligations of such Lender certificates to be delivered by Seller to Buyer hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed as and when delivered 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionBuyer.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of Agent (the prior written consent of Agent shall not be required in the event of an assignment to a Person that is an 123 Eligible Transferee under Section 1.45(a) or (b) hereof) and prior written notice to Administrative Borrower, 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 obligations under this Agreement to one or more Eligible Transferees (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 AgentRegister, (ii) Agent shall have received for its sole account payment of a processing fee from the Swingline assigning Lender and or the Letter assignee in the amount of Credit Issuers$3,500 (the payment of the processing fee shall not be required in the event of an assignment to a Person that is an Eligible Transferee under Section 1.45(a) or (b) hereof), 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, such transfer or assignment shall require the prior written consent of Administrative Borrower (the prior written consent of Administrative Borrower shall not be required in each casethe event of an assignment to a Person that is an Eligible Transferee under Section 1.45(a) or (b) hereof), which consents shall not be unreasonably withheld or delayed), assign delayed and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender and (y) such consent shall be deemed granted if not objected to have been given if the Borrower has not responded within ten three (103) Business Days of receipt of a written request for consent; provided, further, that and (iv) no such consent assignment shall be required in connection with made or participation sold to any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each Direct Competitor of any Borrower except after the occurrence of an “Assignee”) all, or any ratable part Event of all, Default. No Lender shall make an assignment of the Loans, the Commitments and the other its rights and obligations under this Agreement without making a contemporaneous assignment to the same assignee of an equivalent percentage of such Lender hereunderLender’s (or in the case of Wachovia, in a minimum amount of $5,000,000its affiliate, Wachovia Capital Investments, Inc., or an integral multiple such other affiliate of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 Wachovia as it 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 designate) rights and obligations in respect of the Lender hereunder) Tranche A Loans (provided, further that no as 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 (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee term is defined in the amount of $3,500; provided, further, that Synthetic Lease Facility Agreements) under the Agent may elect to waive such processing fee in its sole discretionSynthetic Lease Facility Agreements.

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $5,000,000 in the written consent aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees or Approved Funds (i) but not including for this purpose any assignments in the Agentform of a participation), (ii) the Swingline each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and the Letter of Credit Issuers, and (iii) Acceptance; provided that so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuingcontinuing and Congress' Commitment is less than or equal to $50,000,000, the consent of Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment to a then-existing Lender an Eligible Transferee described in clauses (c) and (yd) of the definition of Eligible Transferee (such consent not to be unreasonably withheld); provided further that, (i) such consent transfer or assignment will not be effective until recorded by Agent on the Register and (ii) Agent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt received for its sole account payment of a written request for consent; providedprocessing fee from the assigning Lender or the assignee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, furtherthe consent of Borrower or Agent shall not be required, that no the minimum assignment amount shall not be applicable such consent transfer or assignment shall not be required to be recorded by Agent on the Register in order to be effective, and payments of the processing fee shall not be required if (x) such assignment is in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) allmerger, consolidation, sale, transfer, or other disposition of all or any ratable part of all, substantial portion of the Loans, the Commitments and the other rights and obligations business or loan portfolio of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 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 (y) in the case of any Term Lender, the assignee is an Affiliate (other than individual(s)) of a Lender)such Term Lender or any Approved Fund; provided, however, that (A) -------- ------- Borrower and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned until such time as written notice of such assignmentassignment shall have been delivered by the assigning Lender or the assignee to Agent. (b) Agent shall maintain a register of the names and addresses of Lenders, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower their Commitments and the principal amount of their Loans (the "Register"). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by such Lender it and shall modify the Assignee; (B) such Lender and its Assignee shall deliver Register to the Borrower and the Agent an give effect to each Assignment and Acceptance; . The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, any Obligors, 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 Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (Cc) Upon such execution, delivery, acceptance and recording, from and after the assignor Lender or Assignee effective date specified in each Assignment and Acceptance, the assignee thereunder shall pay be a party hereto and to the Agent a processing fee other Financing Agreements 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 obligation to participate in the amount Letter of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.115

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $2,500,000 determined by combining the Assigneeamount of the assigning Lender's outstanding Loans, shall be given Letter of Credit Exposure and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the Borrower entire Commitment of the assigning Lender), and (iv) the Agent by parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance; , together with any Note or Notes subject to such assignment, and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a processing fee party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and, in the amount case of $3,500; providedan Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, furthersuch Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, that upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Agent may elect to waive such processing fee in its sole discretionand the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the 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 consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (xeach, an "Assignee") no such consent shall be required in connection with any assignment to all or a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days portion of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations participations in Letters 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 LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent, each Fronting Lender and the Borrowers (to be evidenced by their counterexecution of the relevant Assignment and Assumption), which consent shall not be unreasonably withheld (provided that the Borrowers' consent shall not be required in the event an Event of Default shall have occurred and be continuing or the assignment is to a Lender or an Affiliate of a Lender), (ii) each such assignment shall be of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iii) unless otherwise waived by the Borrowers and the Administrative Agent, except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Assumption with respect to such assignment) less than $10,000,000; provided, however, the limitation on assignment in this clause (iii) shall be no less than the aggregate principal amount of $5,000,000 (determined as of the date of the Assignment and Assumption with respect to such assignment) if an Event of Default shall have occurred and be continuing, (iv) the parties to each such assignment will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note or Notes subject to such assignment, together with payment instructions, addresses and related information with respect will pay a nonrefundable processing fee of $3,500 to the Assignee, shall be given to Administrative Agent for its own account and (v) unless otherwise agreed between the Borrower and the Agent by such assigning Lender and the Assignee; , no such assignment may be made unless each outstanding Syndicated Letter of Credit is either amended or replaced to give effect to such assignment. Upon such execution, delivery, acceptance and recording of the Assignment and Assumption, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, shall have (in addition to any rights and obligations theretofore held by it) the rights and obligations of the assigning Lender hereunder with respect thereto and (B) such the assigning Lender and its Assignee shall deliver shall, to the Borrower extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than rights under the provisions of this Agreement and the Agent other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Assumption) and be released from its obligations under this Agreement, except for any obligations under outstanding Syndicated Letters of Credit that have not been amended or replaced to remove such assigning Lender (and, in the case of an Assignment and Acceptance; Assumption covering all or the remaining portion of such assigning Lender's rights and (C) obligations under this Agreement, such Lender shall cease to be a party hereto). Unless otherwise waived by the assignor Borrowers, each Assignee which was not previously a Lender or Assignee shall pay to hereunder and which is a Foreign Lender shall, within three Business Days of becoming a party hereto, deliver the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.forms required by Section 2.17(d). 8470562v6 24740.00061 103

Assignments; Participations. (a) Any Lender other than any Conduit Lender (each an “Assignor”) may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that (x) no banks or other entities and may, with notice to Borrower, Agent and each Issuing Lender, and with consent of Agent and such Issuing Lenders, but without the consent shall be required in connection with of Borrower, assign to any assignment to a then-existing Lender and (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt Affiliate of a written request for consent; providedLender, further, that no such consent shall be required in connection with an Approved Fund or any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC) other Lender (each an “Assignee”) all), all or any ratable part of all, of the LoansAdvances, the Commitments Delayed-Draw Term Loan Commitment, the Revolving Credit Commitment (including the L/C Commitment), any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Lender hereunder; provided, however, that except in the case of an assignment to a Lender, any Lender Affiliate or an Approved Fund, such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and each Issuing Lender) of One Million Dollars ($1,000,000) (or, if less, the full amount of such Assignor’s Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender hereunder); provided, in a minimum amount further, that any assignment of $5,000,000, Term Advances or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than Delayed-Draw Term Loan Commitments shall not require the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all consent of the LoansIssuing Lender or, with respect to such assignment to any Affiliate of any Lender, an Approved Fund or any other Lender, the Commitments Agent and the other rights and obligations of the Lender hereunder) (provided, further that no (i) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such minimum amount assignment; (ii) Borrower and Agent shall apply be entitled to any assignment continue to an Approved Fund or deal solely and directly with such Assignor in connection with the interests so assigned to a Lender or to an Affiliate of a Lender); provided, however, that (A) the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and Assignor shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or obligations until the Assignee shall deliver have delivered to the Borrower and the Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit K (an “Assignment and Acceptance; ”), and (C) the assignor Lender or Assignee Assignor shall pay to the Agent have paid a processing fee to Agent for each assignment hereunder (provided, that concurrent assignments by any Lender to two or more Approved Funds shall be counted as one assignment for purposes of assessing assignment fees) in the amount of Three Thousand Five Hundred Dollars $3,500; provided, furtherand thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, that any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent any or all of the Advances it may elect have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in its sole discretionthe first sentence of this Section 9.04(a).

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the AgentAgent and, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Default or Event of Default under any of Section 10.1(a)then exists, Fleetwood (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents of the Agent and Fleetwood shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent shall be required in connection with any assignment and delegation by a Lender to a then-existing Lender and (y) an Affiliate of such 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; provided, further, that no such consent shall be required in connection with any assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLCLender) (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 (x) $5,000,0005,000,000 (or, if less, the entire amount of such Lender’s Loan or an integral multiple Commitment or other rights and obligations, as applicable) for the Term Loan and (y) $10,000,000 (or, if less, the entire amount of $1,000,000 in excess thereof such Lender’s Loan or Commitment or other rights and obligations, as applicable) for Revolving Commitments (provided that that, unless either (I) an amount assignor Lender has assigned and delegated all of its Loans and Commitments or (II) an assignor’s Commitment as of the Closing Date was less than $10,000,000 for the Term Loan or $20,000,000 for the Revolving 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 (x) $5,000,000 may be assigned if agreed to by for the Borrower Term Loan and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder(y) (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$10,000,000 for Revolving Commitments); provided, however, 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 (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver 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 (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; providedand provided further that no Lender may assign all, furtheror any ratable part of all, that of the Loans, the Commitments and the other rights and obligations of such Lender hereunder unless it shall simultaneously assign a ratable portion of each of its Revolving Credit Commitments, Revolving Loans and Term Loans hereunder. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Revolving Credit Commitments in its sole discretionaccordance herewith.