Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Any Lender may, with the written consent (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 (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 (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 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 for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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) 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 (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, 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (iix) 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 for the in connection with any assignment of Term Loans to a Lender, an Affiliate of a then-existing Lender or an Approved Fund and (iiy) 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 unless 3,500; provided, further, that the Agent elects may elect to waive such processing fee in their 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 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) 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 (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, thereof (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder) (provided, (ii) 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), (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 for the assignment of Term 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, furtherhowever, 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 unless 3,500; provided, further, that the Agent elects may elect to waive such processing fee in their 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 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 (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 (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 (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 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 for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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 LenderXxxxxx.

Assignments; Participations. (a) Any Each Lender maymay (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the Loans owing to it and its rights and obligations as a Lender with respect to Letter of Credit Accommodations) and the written consent other Financing Agreements to (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 each casethe business of making, which consents shall not be unreasonably withheld purchasing, holding or delayed) otherwise investing in bank loans and similar extensions of (x) credit in the Agent and (y) so long as no Event ordinary course of Default has occurred its business and is continuingadministered 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 Borrower, same investment advisor as such Lender or by an Affiliate of such investment advisor or (ii) assign all or a portion of its rights and delegate obligations under 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, (each A) the consent of Administrative Agent shall be required in connection with any assignment to an Eligible Transferee pursuant to clause (ii) above, which consent shall not be unreasonably withheld, (B) absent the existence of an Event of Default, the consent of Borrower shall be required in connection with any 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 provision 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 “Assignee”insurance company general account,” as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95.60 (issued July 12, 1995) all(“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 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 “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) of the Code and (F) any Lender desiring to assign all or any ratable part portion of all, of the Term Loans, the Term Loan 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; provided, that (i) an amount less than the minimum amount of $5,000,000 may be assigned if agreed Person pursuant 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, clause (ii) no such minimum amount above shall apply first and 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 Lenderaccept such assignment, and (iii) in the case of a prospective assignment to a Disqualified each 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) (who has received such Affiliate, in such capacity, an “Affiliated Lender”) offer shall have the right, but not an obligation no obligation, to accept such assignment, provided that, no later than seven (the “Right 7) days after receipt of First Refusal”) to purchase the Term Loanssuch notice, the Term Loan Commitments each such Lender shall advise Administrative Agent and the other rights and obligations of such Lender hereunder, that such Lender Borrower whether it intends to sell to accept such Disqualified Lenderassignment, at the same price and on the same terms and conditions as those offered to any Lender that has not responded within 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 for the assignment of Term 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 period shall be deemed to have been given if declined such assignment and in the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, event that (A) written notice of more than one Lender accepts such assignment, together with payment instructions, addresses the assigning Lender shall assign its rights and related information with respect obligations 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 Lenders on a processing fee in the amount of $3,500 unless the Agent elects to waive such processing fee in 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 Lenderpro rata basis.

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or more Eligible Assignees (each an “Assignee”) allall or a portion of its interests, or any ratable part of all, of the Term Loans, the Term Loan 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 thereofthe Revolving Credit Loans at the time owing to it and the Notes held by it); provided, however, that (i) an amount less than each such assignment shall be of a constant, and not a varying, percentage of all 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 assigning Lender's rights and obligations of the Lender hereunderunder 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 such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lenderevent be less than $5,000,000 (the "Minimum Commitment"), and (iii) in the case of a prospective 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 a Disqualified Lender following the occurrence and during Agent) shall in no event be less than the continuance of an Event of Default under any of Sections 10.1(a)Minimum Commitment, (e)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, (fv) 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, (g), vi) the representation contained in Section 13.3 hereof shall be true with respect to any Affiliate such proposed assignee and (vii) such Lender provides notice to each Borrower of the Borrower 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 (other than Holdings or any of its Subsidiaries5) Business Days after the execution thereof, (such Affiliatex) the assignee thereunder shall be a party hereto and, to the extent provided in such capacityAssignment and Transfer, 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 a 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiy) the Lender assignor thereunder shall, 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 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, 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 unless the Agent elects to waive such processing fee in 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 Lenderobligations under this Agreement.

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 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 the Administrative Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply be of a uniform, and not varying, percentage of all of the assigning Lender's rights and 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 an Approved Fund or to a Lender or to 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 (iiix) in the case of a prospective assignment to a Disqualified Lender following Term Loans and Revolving Credit Commitments, the occurrence aggregate amount of $5,000,000, determined by combining the amount of the assigning Lender's outstanding Term Loans and during Revolving Loans and Unutilized Revolving Credit Commitment (or, if less, the continuance full amount of an Event of Default under any of Sections 10.1(athe assigning Lender's outstanding Term Loans and the entire Revolving Credit Commitment), (e), (f) or (g), any Affiliate y) in the case 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights and obligations full amount of such Lender hereunderthe outstanding Swingline Loans, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and 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 any of its Revolving Credit Commitments or Swingline Commitment, 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) shall not be made without the prior written consent of the Agent and 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 delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, and provided further that in the Borrower, assign and delegate to one or more Eligible Assignees (each case of an “Assignee”) all, or any ratable part assignment of all, of the Term Loansa Revolving Credit Commitment, the Term Loan Commitments and the other rights and obligations of such Issuing Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that must also give its prior written consent thereto (i) an amount less than the minimum amount of $5,000,000 may which consent shall not 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 hereunderunreasonably withheld), (ii) no each such minimum amount assignment by a Lender of any of its interests relating to Loans shall apply be made in such manner so that the same portion of its Revolving Credit Commitment, Swingline Commitment, Loans, Note or Notes and other interests thereunder is assigned to any the relevant Assignee, (iii) except in the case of an assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined 95 102 as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with the written consent (in each caseof the Agent and Westlake, which consents consent 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 Borrowerwithheld, assign and delegate to one or more Eligible Assignees (provided that (i) no consent of the Agent or Westlake shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender, another Lender or an Approved Fund and (ii) no consent of Westlake shall be required if an Event of Default has occurred and is continuing at the time of such assignment) (each an “Assignee”) all, or any ratable part of all, of the Term Revolving Loans, the Term Loan Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,00010,000,000, or or, if less, all of such Lender’s Commitment (provided that, unless an integral multiple assignor Lender has assigned and delegated all of $1,000,000 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 excess thereof; provided, that (i) an amount less than the 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 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(b10,000,000); provided, furtherhowever, that notwithstanding anything the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the contrary herein, interest so assigned to an Assignee until (i) no consent shall be required for the assignment of Term 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 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, along with an Administrative Questionnaire and any know-your-customer documentation; 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 unless 3,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Agent elects to waive such processing fee Revolving Loans and Commitments in 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 Lenderaccordance herewith.

Assignments; Participations. (a) Any Lender may, with With the written prior consent (in each caseof the Agent and the Borrower, which consents consent shall not be unreasonably withheld or delayed) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuingwithheld, the Borrower, each Lender may assign and delegate to one or more Eligible Assignees other Persons all or a portion of its rights and obligations under this Agreement (each including, without limitation, all or a portion of its Commitments, the outstanding Revolving Credit/Term Loans made by it and the Revolving Credit/Term Note or Revolving Credit/Term Notes held by it); provided, however, that (i) except in the case of an “Assignee”) allassignment to an Affiliate of such Lender or a Person that, or any ratable part of allimmediately prior to such assignment, was a Lender, 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 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) $10,000,000, (ii) each such assignment shall be to an Eligible Assignee and (iii) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit/Term LoansNote or Revolving Credit/Term Notes subject to such assignment, and will pay a processing fee of $3,000 to the Term Loan Commitments Agent for its own account. Upon such execution, delivery, acceptance and recording of the other 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 hereunderhereunder with respect thereto and (b) the assigning Lender shall, in a minimum amount 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 $5,000,000, or an integral multiple of $1,000,000 in excess thereof; 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 Term Loans, the Term Loan Commitments 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 of the Lender hereunderunder this Agreement (and, (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 an Assignment and Acceptance covering all or the occurrence and during the continuance remaining portion 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 assigning 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 's rights and obligations of under this Agreement, such Lender hereunder, that such Lender intends shall cease 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(bbe a party hereto); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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 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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the -------- event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, may with the written consent (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 BorrowerAgent, assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, other lenders or any ratable part other entities all or a portion of all, of the Term Loans, the Term Loan 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 thereofits Commitment and any Term Loan made by it; provided, however, that (i) such assignment is in an amount less than which is at least $1,000,000 or a multiple of $100,000 in excess thereof (or the remainder of such Lender's Commitment) (except such minimum amount shall not apply to an assignment by a Lender to (x) a Lender, an Affiliate of such Lender or an Approved Fund of such Lender or (y) a group of new Lenders, each of whom is an Affiliate or an Approved Fund of each other to the extent the aggregate amount to be assigned to all such new Lenders is at least $1,000,000 or a multiple 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 hereunder100,000 in excess thereof), (ii) no the parties to each such minimum amount assignment shall apply execute and deliver to 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 Approved Fund or to assignment by 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 for the assignment of Term Loans to a Lender, an Affiliate of a such Lender or an Approved Fund of such Lender) and (iiiii) to the extent required pursuant to the foregoing subclause (y), no written consent of the Borrower and/or a waiver 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 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 business or loan portfolio of such assignmentLender. Upon such execution, together with payment instructionsdelivery and acceptance, addresses from and related information with respect to after 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 effective date specified in each Assignment and Acceptance, along with an Administrative Questionnaire 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 any know-your-customer documentation; the parties to such assignment), (A) the assignee thereunder shall become a "Lender" hereunder and, in addition to the 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 (CB) the assignor assigning Lender or Assignee shall pay thereunder 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 (and, in the amount case of $3,500 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in 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 be a Disqualified Lenderparty hereto).

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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as of the Borrower (other than Holdings or any date 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 Assignment and the other rights and obligations of such Lender hereunder, that such Lender intends to sell Acceptance with respect to such Disqualified assignment) less than $5,000,000 determined by combining the amount of the assigning Lender, at the same price 's outstanding Loans 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required Unutilized Commitment being assigned 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 (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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and 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, the Note or Notes held by it and 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 the Administrative Agent, the Issuing Lender and the Borrowers (in each caseto be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld or delayed) of (x) provided that the Agent and (y) so long as no Borrowers’ consent shall not be required in the event an Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to 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 limitation on assignment in this clause (iii) in shall be no less than the case aggregate principal amount of a prospective assignment $5,000,000 (determined as of the date of the Assignment and Acceptance with respect to a Disqualified Lender following the occurrence and during the continuance of such assignment) if 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 occurred 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)be continuing; provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay to the Agent a nonrefundable processing fee in the amount 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 elects 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 Assignment and Acceptance, shall have (in their sole discretion. Upon addition to any rights and obligations theretofore held by it) the request rights and obligations of any Lender, the Agent 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 Borrower hereby expressly authorizes the Agentother Credit Documents relating to indemnification or payment of fees, costs and expenses, to make available the list extent such rights relate to the time prior to the effective date of Disqualified Lenders 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 any Lenderbe a party hereto). Unless otherwise waived by the Borrower, any potential assignee or any potential participant for the purpose of verifying whether such Person each Assignee which was not previously a Lender hereunder and which is a Disqualified LenderForeign Lender shall, within three Business Days of becoming a party hereto, deliver the forms required by Section 2.17(d).

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or more other Eligible Assignees (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan 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 thereofCredit and the Loan Notes Guaranty); provided, however, that (i) any such assignment (other than an amount less than assignment to a Lender or an Affiliate of a Lender) shall not be made without the minimum amount prior written consent of $5,000,000 may be assigned if agreed to by the Agent and the Borrower and the Agent, or if such amount represents all (to be evidenced by their counterexecution of the Term Loansrelevant 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 Term Loan Commitments and the other rights and obligations of the Lender hereunderIssuing Bank must also give its prior written consent thereto (which consent shall not be unreasonably withheld), (ii) no each such minimum amount assignment by a Lender of any of its interests relating to Loans of a particular Class shall apply 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 any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as of the Borrower (other date of the Assignment and Acceptance with respect to such assignment) less than Holdings or any $5,000,000 determined by combining the Dollar Amount of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated the assigning Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the 's outstanding Term Loans, the Term Loan Commitments Revolving Loans, Letter of Credit Exposure, Tranche B Guaranty Exposure, Revolver Guaranty Exposure, and the other rights and obligations of such Lender hereunder, that such Lender intends to sell Unutilized Revolving Credit Commitment ("Total Commitment") being assigned pursuant to such Disqualified assignment (or, if less, the Total Commitment of the assigning 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and 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 all or a portion of its Commitment, the outstanding Loans made by it, the Note or Notes held by it and 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 the Administrative Agent, each Fronting Lender and the Borrowers (in each caseto be evidenced by their counterexecution of the relevant Assignment and Assumption), which consents consent shall not be unreasonably withheld or delayed) of (x) provided that the Agent and (y) so long as no Borrowers' consent shall not be required in the event an Event of Default has shall have occurred and be continuing or the assignment is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 a Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple Affiliate of $1,000,000 in excess thereof; 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereundera Lender), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to 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, and will pay a nonrefundable processing fee of $3,500 to the Administrative Agent for its own account and (v) unless otherwise agreed between the 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) the assigning Lender shall, to the 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 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 a prospective assignment to a Disqualified Lender following an Assignment and Assumption covering all or the occurrence and during the continuance remaining portion 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 assigning 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 's rights and obligations of under this Agreement, such Lender hereundershall cease to be a party hereto). Unless otherwise waived by the Borrowers, 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 for the assignment of Term Loans to a Lender, an Affiliate of each Assignee which was not previously a Lender or an Approved Fund hereunder and (ii) to the extent required pursuant to the foregoing subclause (y)which is a Foreign Lender shall, 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) three Business Days of receipt of becoming a written request for consent; providedparty hereto, further, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to deliver the Assignee, shall be given to the Borrower and the Agent forms required 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 unless the Agent elects to waive such processing fee in their sole discretionSection 2.17(d). 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.8470562v6 24740.00061 103

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 the Administrative Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing), the Borrower(ii) each such assignment shall be of a uniform, assign and delegate to one or more Eligible Assignees (each an “Assignee”) allnot varying, or any ratable part percentage of all, all of the Term Loans, the Term Loan Commitments and the other assigning Lender's rights and 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 Lender hereunder, in a minimum amount of 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 (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 Acceptance, together with any Note or an integral multiple Notes subject to such assignment, and the Assignor and/or the Assignee will pay a nonrefundable processing fee of $1,000,000 in excess thereof; provided3,000 to the Administrative Agent for its own account. Upon such execution, that (i) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower delivery, acceptance and the Agent, or if such amount represents all recording of the Term LoansAssignment and Acceptance, from and after the Term Loan Commitments 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 other rights and obligations of the assigning 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, hereunder with respect thereto and (iiiB) 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 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 prospective assignment 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 a Disqualified Lender following and for the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate benefit 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 Administrative Agent and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, parties hereto as if set forth 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 length herein, (i) no consent shall be required for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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 the Agent (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld) of and the Borrower (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrowerwhich consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,0005,000,000 (provided that, or unless an integral multiple assignor Lender has assigned and delegated all of $1,000,000 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 excess thereof; provided, that (i) an amount less than the a minimum amount of $5,000,000 may be assigned if agreed to by 5,000,000; provided, however, that the Borrower and the Agent, or if Agent may continue to deal solely and directly with such amount represents all of Lender in connection with 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 interest so assigned 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, Assignee until (i) no consent shall be required for the assignment of Term 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 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, along ") together with an Administrative Questionnaire and any know-your-customer documentation; 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 unless 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 elects to waive such processing fee evidence assignments of the Loans and Commitments in 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 Lenderaccordance herewith.

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 that (i) except in the case of an assignment to a Bank or an Affiliate of a Bank, each of the Borrower and the Agent must give their prior written consent (in each case, which consents consent shall not be unreasonably withheld or delayed), (ii) except in the case of (x) an assignment to a Bank or an Affiliate of a Bank or an assignment of the Agent and (y) so long as no entire amount of the assigning Bank’s Revolving Commitment hereunder or an assignment while an Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any ratable part of all, amount 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 (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 Revolving Commitment of the Term Loans, the Term Loan Commitments and the other rights and obligations assigning Bank subject to each such assignment (determined as 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, date the Assignment 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 for the assignment of Term 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 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, along together with a processing and recordation fee payable by the assigning Bank or the assignee (as determined between such Persons) in an Administrative Questionnaire and any know-your-customer documentation; 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 Administrative Agent; provided, that any consent of the amount Borrower otherwise required hereunder shall not be required if an Event of $3,500 unless the Agent elects to waive such processing fee in their sole discretionDefault has occurred and is continuing. Upon the request 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, 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 Lendersuch assignment hereunder, the assigning Bank, the Agent shall, and the Borrower hereby expressly authorizes shall make appropriate arrangements to have new Revolving Notes issued if so requested by either or both the Agent, 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 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 Lenderclause (b) below.

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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and 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) 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, 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) (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, thereof (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder) (provided, (ii) 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), (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 for the assignment of Term 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, furtherhowever, 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 unless 3,500; provided, further, that the Agent elects may elect to waive such processing fee in their 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 any potential participant for the purpose of verifying whether such Person is a Disqualified Lender.

Assignments; Participations. (a) Lender's Assignment Rights. Any Lender may, with the prior -------------------------- written consent (in each caseof Agent and, which consents shall not be unreasonably withheld or delayed) of (x) the Agent and (y) so as long as no Default or Event of Default has occurred and is continuing, with the Borrowerprior consent of Borrower (which consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, -------- of the Term Loans, the Term Loan 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, however, 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no such minimum amount assignment shall apply 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 an Approved Fund any bank or to a lender which is not so exempt from applicable usury laws shall cause the assigning 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 Assignee to be Defaulting Lenders hereunder until such Lender hereunder, that assignment is rescinded or 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)Assignee receives its exemption from applicable usury laws; provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the extent required pursuant interest so assigned 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 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, along with an Administrative Questionnaire and any know-your-customer documentation"); 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 unless 3,500). Anything contained herein to the Agent elects to waive such processing fee in their sole discretion. Upon the request of any Lendercontrary notwithstanding, the consent of Agent shalland Borrower Loan and Security Agreement shall not be required if such assignment is to an Affiliate or Subsidiary of such Lender or is in connection with any merger, and the Borrower hereby expressly authorizes the Agentconsolidation, to make available the list sale, transfer, or other disposition of Disqualified Lenders to any Lender, any potential assignee all or any potential participant for substantial portion of the purpose business or loan portfolio of verifying whether such Person is a Disqualified Lender.

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 the Administrative Agent and (provided there is no Event of Default in each caseexistence) the Borrower, which consents consent shall not be unreasonably withheld or delayed) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuingwithheld, the Borrower, each Lender may also assign and delegate to one or more Eligible Assignees other Persons 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 and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of an “Assignee”equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) allunder each Facility, (ii) except in the case of an assignment to an Affiliate of such Lender or any ratable part of alla Person that, immediately prior to such assignment, was a Lender, the amount of the Term LoansCommitments of such 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 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, and (iv) the Term Loan Commitments parties to each such assignment will execute and deliver to the other 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 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 hereunderhereunder with respect thereto, in a minimum amount of $5,000,000and (b) the assigning Lender shall, or an integral multiple of $1,000,000 in excess thereof; provided, to the extent 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunderhereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (ii) no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lenderand, and (iii) in the case of a prospective assignment to a Disqualified Lender following an Assignment and Acceptance covering all or the occurrence and during the continuance remaining portion 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 assigning 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 's rights and obligations of under this Agreement, such Lender hereunder, that such Lender intends shall cease 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(bbe a party hereto); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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 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, 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 the Administrative Agent, the Issuing Lender and 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 delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no each such minimum amount assignment by a Lender shall apply be made in such manner so that the same portion of its Commitment, Loans, Note or Notes and other interests is assigned to any the relevant Assignee, (iii) except in the case of an assignment to an Approved Fund or to a Lender or to 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 (iiiy) in the case of a prospective Revolving Loans, $5,000,000, determined by combining the amount of the assigning Lender's outstanding Revolving Loans, L/C Exposure and Unutilized Commitment being assigned pursuant to such assignment to a Disqualified Lender following (or, if less, the occurrence and during entire Commitment of the continuance of an Event of Default under any of Sections 10.1(aassigning Lender), (e), (f) or (g), any Affiliate z) in the case 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights 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 obligations unused Commitments of such Lender hereunder, that such Lender intends to sell after giving effect to such Disqualified Lenderassignment shall not be less than $5,000,000, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and 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 Agent, each Issuing Lender to whom obligations are owed in each case, which consents shall not be unreasonably withheld or delayed) respect of (x) the Agent Letters of Credit issued by it and (y) so long as no unless a Default or Event of Default has occurred and is continuing, the ) Borrower, which consent of Agent, such Issuing Lenders and the Borrower 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, and with consent of Agent and such Issuing Lenders, but without the consent of Borrower, assign to any Affiliate of a Lender, an Approved Fund or any other Lender (each an “Assignee”) all), all or any ratable part of all, of the Term LoansAdvances, the Delayed-Draw Term Loan Commitments 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, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; 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 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 any assignment of Term Advances or Delayed-Draw Term Loan Commitments shall not require the consent of the Issuing Lender or, with respect to such assignment to any Affiliate of any Lender, an Approved Fund or any other Lender, the contrary hereinAgent and provided, further that (i) no consent Borrower shall not be required for the assignment to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and 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 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) 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”), along with an Administrative Questionnaire and any know-your-customer documentation; 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 unless 3,500, and thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent elects any or all of the Advances it may have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in their sole discretion. Upon the request first sentence 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 Lenderthis Section 9.04(a).

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, so long as no Default or Event of Default then exists, Fleetwood (in each case, which consents of the Agent and Fleetwood 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 Borrowerwithheld), assign and delegate to one or more Eligible Assignees (provided that no consent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan 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; providedsuch Lender’s Loan or Commitment or other rights and obligations, that as applicable) for Revolving Commitments (iprovided 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 the Borrower and the Agent, or if such amount represents all of the Term Loans, for 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 (iiiy) 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$10,000,000 for Revolving Commitments); provided, furtherhowever, that notwithstanding anything the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the contrary herein, interest so assigned to an Assignee until (i) no consent shall be required for the assignment of Term 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 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, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; 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 3,500; and provided further that no Lender may assign all, or any ratable part of all, 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 elects to waive such processing fee evidence assignments of the Revolving Credit Commitments in 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 Lenderaccordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, so long as no Default or Event of Default then exists, Fleetwood (in each case, which consents of the Agent and Fleetwood 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 Borrowerwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no consent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and (y) no consent of Fleetwood shall be required in connection with any assignment by Bank of 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 Term Loans, the Term Loan 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; providedsuch Lender’s Loan or Commitment or other rights and obligations, that as applicable) for Revolving Commitments (iprovided 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 the Borrower and the Agent, or if such amount represents all of the Term Loans, for 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 (iiiy) 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$10,000,000 for Revolving Commitments); provided, furtherhowever, that notwithstanding anything the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the contrary herein, interest so assigned to an Assignee until (i) no consent shall be required for the assignment of Term 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 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, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; 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 3,500; and provided further that no Lender may assign all, or any ratable part of all, 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 elects to waive such processing fee evidence assignments of the Revolving Credit Commitments in 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 Lenderaccordance herewith.

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 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 applicable Agent on the applicable Register; (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; (iii) Agent shall have provided its prior written consent to such assignment, and (in each caseiv) Borrowers shall have provided their prior written consent, which consents consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, that, (A) of Borrowers shall be deemed to have consented to a proposed assignment unless they object to such assignment by written notice to Agent within five (x5) the Agent Business Days after having received notice thereof and (yB) so long as no consent of Borrowers shall be required if a Default or an Event of Default exists or has occurred and is continuing. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the Borrowerconsent of Borrowers or Agent shall not be required, assign the minimum assignment amount shall not be applicable, an Assignment and delegate Acceptance shall not be required to one be delivered to, accepted by or more Eligible Assignees (each an “Assignee”) allrecorded 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 merger, consolidation, sale, transfer, or other disposition of all or any ratable part of all, substantial portion of the Term Loans, the Term Loan 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 thereofLender; provided, that (i) an amount less than that, Borrowers and Agent may continue to deal solely and directly with the minimum amount of $5,000,000 may be assigning Lender in connection with the interest so assigned if agreed to by the Borrower and the Agent, or if until 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 time 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 for the assignment of Term 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 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, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor assigning Lender or Assignee shall pay the assignee to the Agent a processing fee in the amount of $3,500 unless the Agent elects to waive such processing fee in 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 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 Revolving Credit Commitment, 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 the Administrative Agent and Matria (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that Matria's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment by a Lender shall apply be made in such manner so that the same portion of its Revolving Credit Commitment, Revolving Loans, Revolving Credit Note and other interests is assigned to any the relevant Assignee, (iii) except in the case of an assignment to an Approved Fund or to a Lender or to 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 (iiiy) in the case of a prospective assignment to a Disqualified Lender following assignments of Revolving Credit Commitments, $5,000,000 (or, if less, the occurrence and during entire Revolving Credit Commitment of the continuance of an Event of Default under any of Sections 10.1(aassigning Lender), (e), (f) or (g), any Affiliate z) in the case of the Borrower (other than Holdings or any assignments 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights and obligations full amount of such Lender hereunderthe outstanding Swingline Loans, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made 102 109 to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender (each an “Assignor”) may, with the written consent (of the applicable Loan Agent, each Issuing Lender to whom obligations are owed in each case, which consents shall not be unreasonably withheld or delayed) respect of (x) the Agent Letters of Credit issued by it and (y) so long as no unless an Event of Default has occurred and is continuing, the ) Borrower, which consent of such applicable Loan Agent, such Issuing Lenders and Borrower 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, the applicable Loan Agent and each Issuing Lender, and with consent of the applicable Loan Agent and such Issuing Lenders, but without the consent of Borrower, assign to any Affiliate of a Lender, an Approved Fund or any other Lender (each an “Assignee”) all), all or any ratable part of all, of the Term Loans, the Term 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 Borrower, the applicable Loan Commitments Agent and each Issuing Lender) of $1,000,000 (or, if less, the full amount of such Assignor’s Loans, 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 (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 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 for the any assignment of Term Loans shall not require the consent of the Issuing Lender or the Revolving Credit Agent or, with respect to a such assignment to any Affiliate of any Lender, an Affiliate of a Lender or an Approved Fund or any other Lender, either Loan Agent and provided, further that (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 assignment; (ii) Borrower and the applicable Loan Agent shall be entitled to continue to deal solely and directly with such Assignor in connection with the interests so assigned 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) 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 Borrower, the Borrower applicable Loan 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 applicable Loan Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit J (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 unless the Agent elects to waive such processing fee in 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 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 113 121 Affiliate of a Lender) shall not be made without the prior written consent of the Administrative Agent and Matria (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that Matria's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment need not be pro rata as between the Term Loans and the Revolving Loans, but 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 apply 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 any such Class is assigned to the relevant Assignee, (iii) except in the case of an assignment to an Approved Fund or to a Lender or to 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 (iiiy) in the case of a prospective assignments of Term Loans and/or Revolving Credit Commitments, $5,000,000, determined by combining the amount of the assigning Lender's outstanding Term Loans and Revolving Credit Commitment being assigned pursuant to such assignment to a Disqualified Lender following (or, if less, the occurrence entire amount of outstanding Term Loans and during the continuance entire Revolving Credit Commitment of an Event of Default under any of Sections 10.1(athe assigning Lender), (e), (f) or (g), any Affiliate z) in the case of the Borrower (other than Holdings or any assignments 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights and obligations full amount of such Lender hereunderthe outstanding Swingline Loans, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and 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 (in each caseof Agent, which consents consent shall not be unreasonably withheld withheld, conditioned or delayed) , provided, that, the consent 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, (x) the Agent and (yii) so long as no Event of Default has occurred and is continuing, such transfer or assignment will not be effective without the Borrowerprior written consent of Borrower Agent, assign and delegate to one which consent shall not be unreasonably withheld, conditioned or more Eligible Assignees (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 thereofdelayed; 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 Term Loansthat, the Term Loan Commitments and the other rights and obligations consent of the Lender hereunderBorrower Agent shall not be required in connection with an assignment to another Lender, (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 or to any Approved Fund or prior to the completion of the primary syndication as determined by Agent, (iii) in the case of a prospective an assignment of the entire remaining amount of the assigning Lender’s Loans at the time owing to a Disqualified Lender following it or in the occurrence and during the continuance case 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund Fund, no minimum amount need be assigned, (iv) such transfer or assignment will not be effective until recorded by Agent on the Register, and (iiv) to the extent required pursuant to the foregoing subclause (y), consent Agent shall have received for its sole account payment 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 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 from the assigning Lender or the assignee in the amount of $3,500 unless 3,500. Notwithstanding the Agent elects to waive such processing fee in their sole discretion. Upon foregoing, without the request consent of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, no assignment of any Loans to make available the list Sponsor Affiliated Lender (other than the initial assignment of Disqualified Lenders $7,500,000 in principal amount of the Loans to any AEA Middle Market Debt Funding LLC following the Closing Date) 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, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Lender’s Loans) shall be permitted.

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 the Administrative Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any be of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement (and shall constitute an assignment to of a pro rated share of the assigning Lender's Term Loan Commitments, Revolving Credit Commitments and Letter of Credit Exposure), (iii) except in the case of an Approved Fund or assignment to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 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 Commitments), 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, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

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 (in each case, which consents shall not be unreasonably withheld or delayed) of (x) the Agent and (y) so long as no unless an Event of Default has occurred and is continuing), which consent will not be unreasonably withheld, and with the Borrowerconsent of Administrative Agent, assign and delegate to one or more Eligible Assignees (each an “Assignee”) allwhich consent will not be unreasonably withheld, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunderassignee, in a minimum amount of $5,000,000transferee or recipient shall have, or an integral multiple of $1,000,000 in excess thereof; 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 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant 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 foregoing subclause (y), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal shall be deemed obligation to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consentfund its Loans; provided, provided further, that (A1) written notice of each Lender in making each such sale, assignment, together with payment instructionsor transfer must sell, addresses assign or transfer a pro rata portion of its Commitments and related information with respect 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 the Assigneean Affiliate, a Lender or a Federal Reserve Bank) shall be given in an aggregate principal amount not less than $10,000,000, (3) each remaining Lender shall at all times maintain Commitments then outstanding in an aggregate principal amount at least equal to the Borrower and the Agent by such Lender and the Assignee$10,000,000; (B4) such no Lender and may offer to sell its Assignee shall deliver to the Borrower and the Agent an Assignment and AcceptanceNotes, along with an Administrative Questionnaire and Commitments, LC Obligations or Loans or interests therein in violation of any know-your-customer documentationsecurities laws; and (C5) no such assignments (other than to a Federal Reserve Bank) shall become effective until the assignor assigning Lender or Assignee shall pay delivers to Administrative Agent and Borrower copies of all written assignments and other documents evidencing any such assignment and an Agreement to be Bound in the Agent a processing form of Exhibit L, providing for the assignee's ratification and agreement to be bound by the terms of this Agreement and the other Loan Documents. An assignment fee in the amount of $3,500 unless the for each such assignment (other than to an Affiliate, a Lender or a Federal Reserve Bank) will be payable to Administrative Agent elects to waive such processing fee in their sole discretionby assignor or assignee. Upon the request Within five (5) Business Days after its receipt of copies of any assignment and the other documents relating thereto and the following described Notes, 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 Agent shallLenders 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 Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any transferor Lender, any potential with respect to the Commitments, the LC Obligations and the Loans assigned to such assignee or any potential participant for and the purpose of verifying whether such Person is a Disqualified Lendertransferor Lender shall henceforth be so released.

Assignments; Participations. (a) Any Lender may, with the written consent (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 (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 (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 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 for the assignment of Term 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, 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 unless the Agent elects to waive such processing fee in 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 LenderXxxxxx.

Assignments; Participations. (a) Any US Lender may, with the written consent of the Administrative Agent (which consent, 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 Borrowerwithheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a US Lender to an Affiliate of such US Lender) (each an “Assignee”) all, or any ratable part of all, of the Term US Revolving Loans, the Term Loan 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 in excess thereof10,000,000; providedprovided that, that (i) unless an amount less than the minimum amount of $5,000,000 may be assignor US Lender has assigned if agreed to by the Borrower and the Agent, or if such amount represents delegated all of the Term Loans, the Term Loan Commitments and the other its rights and obligations with respect to all of the Lender hereunderits Revolving Loans (including its US Revolving Loans and UK Revolving Loans) and/or Aggregate Commitments (including its US Commitments and its UK Commitments), (ii) no such minimum amount assignment and/or delegation shall apply to any assignment to be permitted unless, after giving effect thereto, such assignor US Lender retains an Approved Fund or to a Lender or to an Affiliate of a LenderAggregate Commitment (including its aggregate US Commitments, its aggregate UK Commitments, and (iii) in the case aggregate of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance any UK Commitments 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 US Lender) in a minimum amount of the Dollar Equivalent of $20,000,000 and provided further that any such assignment shall effect an assignment of its Subsidiaries) (a ratable part of such Affiliate, in such capacity, an “Affiliated US Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan ’s Aggregate 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)obligations; provided, furtherhowever, that notwithstanding anything the US Borrowers and the Administrative Agent may continue to deal solely and directly with such US Lender in connection with the contrary herein, interest so assigned to an Assignee until (i) no consent shall be required for the assignment of Term 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 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, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; 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 and provided further that no such assignment shall be effective unless and until the Agent elects to waive such processing fee in their sole discretion. Upon the request of any assignor US Lender, in its capacity 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 shalla 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 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 LenderUK Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent (in each caseBorrower's consent, which consents consent shall not be unreasonably withheld (and which consent shall not be required upon the occurrence or delayed) during the continuance of (x) the Agent and (y) so long as no an Event of Default has occurred 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 is continuing, with the Borrowerwritten consent of the Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Borrower or Agent shall be required in connection with any assignment and delegation by a United States Lender to a United States Affiliate of such Lender) (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 10,000,000 but any assignment of less than the entire amount of such Lender's Commitment shall not cause such Lender's remaining Commitment to be less than $1,000,000 in excess thereof10,000,000; provided, however, 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 Agent may continue to deal solely and directly with such amount represents all of Lender in connection with 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 interest so assigned to an Approved Fund or to a Lender or to an Affiliate of a LenderAssignee, and (iiisuch assignment shall be treated as a participation as described in Section 13.3(e) 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)hereof, (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, until (i) no consent shall be required for the assignment of Term 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 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, along with an Administrative Questionnaire ") (the date upon which such Assignment and any know-your-customer documentation; 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 unless 3,000. The Borrower shall cooperate with the Agent elects with respect to waive such processing fee in their sole discretion. Upon any assignment or participation under this Section 13.3, including, upon the reasonable request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to meeting with any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified prospective Lender.

Assignments; Participations. (a) Any Each Lender mayshall have the right, with the written consent (in each caseAgent's consent, 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, at any time to assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions all or a portion of its Commitment (each an “Assignee”including, without limitation, regarding Letters of Credit) 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 thereofRevolving Loans owing to it; provided, however, that (i) an amount less than the minimum amount each such assignment shall be a constant, and not a varying, percentage 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 assigning Lender's corresponding rights and obligations under this Agreement (including, without limitation, with respect to the Letters of Credit) and the Lender hereunderassignment shall apply the same percentage to such Lender's Commitment and Revolving Loans, (ii) no the parties to each such minimum amount assignment shall apply execute and deliver to any assignment to the Agent, for its acceptance and recording in the Register, an Approved Fund or to Assignment and Acceptance in substantially the form attached hereto as Exhibit J]("Assignment and Acceptance"), and with a Lender or to an Affiliate processing and recordation fee of a Lender$2,500, 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 assignee shall be required for the assignment of Term Loans to (x) a Lender, an Lender or Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y)) a commercial bank or other financial institution which has combined capital, consent surplus and undivided profits of not less than $100,000,000. Upon such execution, delivery, acceptance and recording, from and after 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 and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an effective date specified in each Assignment and Acceptance, along with an Administrative Questionnaire which effective date shall be at least two (2) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and any know-your-customer documentation; obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have such rights and obligations and (CB) the assignor assigning Lender or Assignee shall pay thereunder 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 (and, in the amount case of $3,500 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in 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 be a Disqualified Lenderparty hereto).

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 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 or Approved Fund of a Lender) shall not be made without the prior written consent of the Administrative Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably 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), (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, 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 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 Agent case of Tranche A Term Loans and (y) so long as no Event of Default has occurred and is continuingRevolving Credit Commitments, the Borrower, assign and delegate to one or more Eligible Assignees (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 aggregate amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (i) an amount less than determined by combining the minimum amount of $5,000,000 may be assigned the assigning Lender's outstanding Tranche A Term Loans and Revolving Loans and Unutilized Revolving Credit Commitment (or, if agreed to by less, the Borrower full amount of the assigning Lender's outstanding Tranche A Term Loans and the Agententire Revolving Credit Commitment), or if such amount represents all (y) in the case of the Tranche B Term Loans, the Term Loan Commitments 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 other full amount of the outstanding Swingline Loans, and (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 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, (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, hereunder with respect thereto and (iiiB) 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 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 prospective assignment 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 a Disqualified Lender following and for the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate benefit 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 Administrative Agent and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, parties hereto as if set forth 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 length herein, (i) no consent shall be required for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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 Each Lender may, with the prior written consent of the Agent (in each case, which consents such approval shall not be unreasonably withheld or delayed) of (x) the Agent and (y) and, so long as there is no Default or Event of Default has occurred and is continuing, the Borrower, assign and delegate arising pursuant to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunderSection 10.1(a)(i), (iia)(ii) no such minimum amount shall apply (only to any assignment the extent arising pursuant to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) the covenant set forth 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(aSection 9.16), (e), (f) or (g) that has occurred and is continuing (which such approval shall not be unreasonably withheld or delayed), any Affiliate of the Borrower Company (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) it being understood and agreed that consent by the Company 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 for the an assignment of Term Loans to a an existing Lender, an Affiliate affiliate of a Lender or an Approved Fund 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 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 the Agent on the Register 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 and the Assignee; (B) such Lender and shall have received for 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 sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500 (unless waived by the Agent elects to waive Agent) (treating simultaneous assignments by related funds as a single assignment for purposes of such requirement); provided, that the 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 their sole discretion. Upon the request Register shall be conclusive and binding for all purposes, absent manifest error, and any of any Lenderthe Loan Parties, the Agent shall, and the Borrower hereby expressly authorizes Lenders may treat each Person whose name is recorded in the Agent, 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 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 Lendertime upon reasonable prior notice.

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 Revolving Commitment, the outstanding Revolving Loans made by it and the Revolving Note or Revolving 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 the Administrative Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents 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 delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Revolving Note or Revolving Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay to the Agent a nonrefundable processing fee in the amount 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender maymay (i) assign all or a portion of its rights and obligations under this Agreement (including, with the written consent (in each casewithout limitation, which consents shall not be unreasonably withheld or delayed) a portion of (x) the Agent and (y) so long as no Event of Default has occurred and is continuingits Revolving Loan Commitment, the BorrowerLoans owing to it and its rights and obligations as a Lender with respect to Letters of Credit Accommodations) and the other Financing Agreements: (A) to its parent company and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such 122 Lender or its parent company or to one or more Lenders or (B) 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; or (ii) assign all, or if less than all a portion equal to at least $10,000,000 in the aggregate for the assigning Lender or assigning Lenders, of such rights and delegate obligations under 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 “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments Assignment 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 thereofAcceptance; 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunderthat, (iiA) no such minimum amount the consent of Administrative and Collateral Agent shall apply to be required in connection with any assignment to an Approved Fund or Eligible Transferee pursuant to a Lender or to an Affiliate of a Lender, and clause (iiiii) 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)above, (e)B) if such Eligible Transferee is not a bank, Administrative and Collateral Agent shall receive a representation in writing by such Eligible Transferee that either (f1) no part of its acquisition of its Loans is made out of assets of any employee benefit plan, or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries2) (such Affiliateafter consultation, in good faith, with Borrowers and provision by Borrowers of such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loansinformation as may be reasonably requested by such Eligible Transferee, the Term acquisition and holding of such Revolving Loan Commitments and Loans does not constitute a non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the other rights and obligations 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 Lender hereunder, that general account’s reserves and liabilities for the contracts held by or on behalf of such Lender intends to sell to such Disqualified Lender, at “employee benefit plan” and all other “employee benefit plans” maintained by the same price employer (and on affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same terms and conditions as those offered to such Disqualified Lender, all employee organization (in each case determined in accordance with this Section 12.2(athe provisions of PTCE 95-60) and Section 12.2(b); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term 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 exceeds ten (10%) Business Days percent of receipt of a written request for consent; provided, further, that (A) written notice the total reserves and liabilities of such assignmentgeneral 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, 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) such transfer or assignment will not be effective until recorded by Administrative and Collateral Agent on the assignor Lender or Assignee shall pay to the Register and Administrative and Collateral Agent has received, for its own account, payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500 unless the Agent elects to waive such processing fee 5,000. As used in their sole discretion. Upon the request of any Lenderthis Section, the Agent shall, term “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) of 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 LenderCode.

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 Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a 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 (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, thereof (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder) (provided, (ii) 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), (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, furtherhowever, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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.that

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 (in each case, which consents shall not be unreasonably withheld or delayed) of (x) the Agent and (y) so long as no unless an Event of Default has occurred and is continuing), which consent will not be unreasonably withheld, and with the Borrowerconsent of Administrative Agent, assign and delegate to one or more Eligible Assignees (each an “Assignee”) allwhich consent will not be unreasonably withheld, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunderassignee, in a minimum amount of $5,000,000transferee or recipient shall have, or an integral multiple of $1,000,000 in excess thereof; 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 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant 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 foregoing subclause (y), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal shall be deemed obligation to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consentfund its Loans; provided, provided further, that (A1) written notice of each Lender in making each such sale, assignment, together with payment instructionsor transfer must sell, addresses assign or transfer a pro rata portion of its Commitments and related information with respect 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 the Assigneean Affiliate, a Lender or a Federal Reserve Bank) shall be given in an aggregate principal amount not less than $10,000,000, (3) each remaining Lender shall at all times maintain Commitments then outstanding in an aggregate principal amount at least equal to the Borrower and the Agent by such Lender and the Assignee$10,000,000; (B4) such no Lender and may offer to sell its Assignee shall deliver to the Borrower and the Agent an Assignment and AcceptanceNotes, along with an Administrative Questionnaire and Commitments, LC Obligations or Loans or interests therein in violation of any know-your-customer documentationsecurities laws; and (C5) no such assignments (other than to a Federal Reserve Bank) shall become effective until the assignor assigning Lender or Assignee shall pay delivers to the Administrative Agent a processing fee in the amount and Borrower copies of $3,500 unless the Agent elects to waive such processing fee in their sole discretion. Upon the request of any Lender, the Agent shall, all written assignments 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.other

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 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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 their sole discretion. Upon Assignment and Acceptance, shall have the request rights and obligations of any Lender, the Agent 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 Borrower hereby expressly authorizes the Agentother Credit Documents relating to indemnification or payment of fees, costs and expenses, to make available the list extent such rights relate to the time prior to the effective date of Disqualified Lenders 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 any Lenderbe a party hereto). The terms and provisions of each Assignment and Acceptance shall, any potential assignee or any potential participant for upon the purpose of verifying whether such Person is a Disqualified Lender.effectiveness

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, 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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to 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 (iiiy) $5,000,000, determined by combining the amount of the assigning Lender's outstanding Loans, Letter of Credit Exposure and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the entire Commitment of the assigning Lender) or (z) 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights and obligations full amount of such Lender hereunderoutstanding Swingline Loans, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender Seller may assign any of its rights or obligations hereunder only with the prior written consent of 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 other Program Documents, provided, however, that Buyer shall maintain, for review by Seller upon written request, a register of assignees 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. (b) Buyer may, in accordance with the written consent (in each caseapplicable law, 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 at any time sell to one or more Eligible Assignees entities (each an “AssigneeParticipants”) allparticipating interests in this Agreement, its agreement to purchase Loans, or any ratable part other interest of allBuyer hereunder and under the other Program Documents. In the event of any such sale by Buyer of participating interests to a Participant, of Buyer’s obligations under this Agreement to Seller shall remain unchanged, Buyer shall remain solely responsible for the Term Loans, the Term Loan Commitments performance thereof and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000Program Documents. Seller agrees that if amounts outstanding under this Agreement are 67 due or unpaid, or an integral multiple of $1,000,000 in excess thereof; provided, that (i) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower shall have been declared or shall have become due 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 payable upon the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a)Default, (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 for the assignment of Term 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 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), that (A) written notice of such assignment3(i), together with payment instructions, addresses 23 and related information 25 with respect to its participation in the AssigneeLoans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be given entitled to receive no greater amount in the Borrower aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such 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 such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the Agent by other Program Documents in order to give effect to such Lender and the Assignee; (B) such Lender and its Assignee shall deliver assignment and/or participation. Seller further agrees 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 unless the Agent elects to waive such processing fee in 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 furnish to any LenderParticipant identified by Buyer to Seller copies of all reports and certificates to be delivered by Seller to Buyer hereunder, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Lenderas and when delivered to Buyer.

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 (in of Administrative Agent and each caseIssuing Bank, which consents consent shall not be unreasonably withheld withheld, conditioned or delayed) , provided, that, the consent 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, (x) the Agent and (yii) so long as no Event of Default has occurred and is continuing, such transfer or assignment will not be effective without the Borrowerprior written consent of Borrower Agent, assign and delegate to one which consent shall not be unreasonably withheld, conditioned or more Eligible Assignees (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 thereofdelayed; 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 Term Loansthat, the Term Loan Commitments and the other rights and obligations consent of the Lender hereunderBorrower Agent shall not be required in connection with an assignment to another Lender, (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 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 Business Days of a request for such consent, (iii) in the case of a prospective an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to a Disqualified Lender following it or in the occurrence and during the continuance case 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund Fund, no minimum amount need be assigned, (iv) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register, and (iiv) to the extent required pursuant to the foregoing subclause (y), consent Administrative Agent shall have received for its sole account payment 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 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 from the assigning Lender or the assignee in the amount of $3,500 unless the Agent elects to waive such processing fee in 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 Lender3,500.

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 (in each case, which consents shall not be unreasonably withheld or delayed) of (x) the Agent and (y) so long as no unless an Event of Default has occurred and is continuing), which consent will not be unreasonably withheld, and with the Borrowerconsent of Administrative Agent, assign and delegate to one or more Eligible Assignees (each an “Assignee”) allwhich consent will not be unreasonably withheld, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunderassignee, in a minimum amount of $5,000,000transferee or recipient shall have, or an integral multiple of $1,000,000 in excess thereof; 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 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant 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 foregoing subclause (y), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal shall be deemed obligation to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consentfund its Loans; provided, provided further, that (A1) written notice of each Lender in making each such sale, assignment, together with payment instructionsor transfer must sell, addresses assign or transfer a pro rata portion of its Commitments and related information with respect 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 the Assigneean Affiliate, a Lender or a Federal Reserve Bank) shall be given in an aggregate principal amount not less than $10,000,000, (3) each remaining Lender shall at all times maintain Commitments then outstanding in an aggregate principal amount at least equal to the Borrower and the Agent by such Lender and the Assignee$10,000,000; (B4) such no Lender and may offer to sell its Assignee shall deliver to the Borrower and the Agent an Assignment and AcceptanceNotes, along with an Administrative Questionnaire and Commitments or Loans or interests therein in violation of any know-your-customer documentationsecurities laws; and (C5) no such assignments (other than to a Federal Reserve Bank) shall become effective until the assignor assigning Lender or Assignee shall pay delivers to Administrative Agent and Borrower copies of all written assignments and other documents evidencing any such assignment and an Agreement to be Bound in the Agent a processing form of Exhibit L, providing for the assignee's ratification and agreement to be bound by the terms of this Agreement and the other Loan Documents. An assignment fee in the amount of $3,500 unless the for each such assignment (other than to an Affiliate, a Lender or a Federal Reserve Bank) will be payable to Administrative Agent elects to waive such processing fee in their sole discretionby assignor or assignee. Upon the request Within five (5) Business Days after its receipt of copies of any assignment and the other documents relating thereto and the following described Notes, 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 Agent shallLenders 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 Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any transferor Lender, any potential with respect to the Commitments and the Loans assigned to such assignee or any potential participant for and the purpose of verifying whether such Person is a Disqualified Lendertransferor Lender shall henceforth be so released.

Assignments; Participations. (a) Any Lender other than any Conduit Lender (each an “Assignor”) may, with the written consent (of Agent, each Issuing Lender to whom obligations are owed in each case, which consents shall not be unreasonably withheld or delayed) respect of (x) the Agent Letters of Credit issued by it and (y) so long as no unless a Default or Event of Default has occurred and is continuing, the ) Borrower, which consent of Agent, such Issuing Lenders and the Borrower 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, and with consent of Agent and such Issuing Lenders, but without the consent of Borrower, assign to any Affiliate of a Lender, an Approved Fund or any other Lender (each an “Assignee”) all), all or any ratable part of all, of the Term LoansAdvances, the Term Loan Commitments 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, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; 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 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 any assignment of Term Advances or Term Loan Commitments shall not require the consent of the Issuing Lender or, with respect to such assignment to any Affiliate of any Lender, an Approved Fund or any other Lender, the contrary hereinAgent and provided, further that (i) no consent Borrower shall not be required for the assignment to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and 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 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) 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”), along with an Administrative Questionnaire and any know-your-customer documentation; 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 unless 3,500, and thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent elects any or all of the Advances it may have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in their sole discretion. Upon the request first sentence 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 Lenderthis Section 9.04(a).

Assignments; Participations. (a) Any Lender mayNotwithstanding any other provision of this 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) of the Borrower shall be required for any assignment (x) the Agent and (y) so long as provided that no such consent shall be required if an Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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, shall exist). Any assignment shall be in a minimum amount of $5,000,0002,500,000, or an integral multiple of $1,000,000 in excess thereof; 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 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 unless an Event of Default under 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 Sections 10.1(a), (e), (f) or (g)a participant, any Affiliate amendment, modification or waiver of the Borrower (any provision of this Agreement or any other Loan Document, other than Holdings any such amendment, modification 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 for the assignment of Term 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 any Loan, Letter of Credit or Commitment in which such participant has an interest that forgives principal, interest or fees or reduces the Assigneeinterest rate or fees payable with respect to any such Loan, shall be given to 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 Borrower 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 Agent by benefit of, and as an inducement to, any such Lender and assignee or participating bank or other financial institution as well as 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 unless the Agent elects to waive such processing fee in their sole discretion. Upon the request of any Lender, the Agent shallBank, and the Borrower hereby expressly authorizes the Agentgrants to each assignee or participating bank, to make available the list extent of Disqualified Lenders its assignment/participation in the Loans and Letters of Credit, the right to any Lenderset off deposit accounts maintained by the Borrower with such bank or other financial institution and otherwise to enjoy the benefits, any potential assignee or any potential participant rights and privileges granted to the Bank in this Agreement, the Revolving Credit Note and the other Loan Documents. All of the rights granted to the Bank pursuant to this Agreement shall be for the purpose benefit of verifying whether 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 Person is other lending institutions. If the Bank shall assign all or a Disqualified Lenderportion of the Commitment or the Loans or Letters of Credit hereunder, the Borrower shall execute such documents and instruments as the Bank shall reasonably request to effectuate the purposes of this paragraph.

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or more Eligible Assignees banks or other entities (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan 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, and the Note or an integral multiple of $1,000,000 in excess thereofNotes held by it); provided, however, that (i) any such assignment (other than 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund Fund) 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 (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) to the extent required pursuant to the foregoing subclause (y)each such assignment shall be of a uniform, consent and not varying, percentage of all 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 assigning Lender's rights and obligations under this Agreement, (10iii) 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 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 or an Approved Fund, 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 Lender assignment (or, if less, the entire Commitment and Loans of the Assigneeassigning Lender); 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay to the Agent a nonrefundable processing fee in the amount of $3,500 for each 62 assignment 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 elects 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 Assignment and Acceptance, shall have (in their sole discretionaddition to any rights and obligations theretofore held by it) 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 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, except that such assigning Lender shall continue to be entitled to the protections of SECTIONS 2.16(A), 2.16(B), 2.17, 10.1, and 10.2 for matters arising during the periods while it was a Lender hereunder). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender mayWith the consent of (i) in the case of Working Capital Loans, with the written consent (in each caseA Term Loan and the B Term Loan, the U.S. Borrowers which consents shall will not be unreasonably withheld or delayed) of (x) the Agent delayed and (yii) so long as no Event in the case of Default has occurred and is continuingthe Canadian Term Loan, SLQ which will not be unreasonably withheld, the Borrower, Lender shall have the right at any time to assign and delegate to one or more Eligible Assignees (each an “Assignee”) allcommercial 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 all or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or any part of such Lender hereunderthe Working Capital Commitment and the Loans, in a minimum amount of $5,000,000, as applicable) to one or an integral multiple of $1,000,000 in excess thereofmore other Persons; provided, however, that (i) an amount less than any such disposition -------- ------- shall not, without 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 Term Loansapplicable U.S. Borrower or SLQ, require such Borrower to file a registration statement with the Term Loan Commitments Securities and Exchange Commission or apply to qualify the other rights Loans under the blue sky law of any state; and obligations of the Lender hereunder, (ii) no Lender shall make and receive all payments for the account of its participant and shall retain exclusively, and shall continue to exercise exclusively, all rights of approval and administration available hereunder with respect to the Working Capital Commitment and the Loans even after giving effect to the sale of any such minimum amount participation, and Lender shall apply make such arrangements with its participants as may be necessary to any assignment to an Approved Fund or to a Lender or to an Affiliate accomplish the foregoing. No holder of a Lenderparticipation in all or any part of the Loans shall be a "lender" for any purpose under this Agreement; provided, and (iii) in the case -------- however, that each holder 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”) participation shall have the right------- rights of increased capital as the Lender (including any right to receive payment) under Sections 2.9, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments 3.7 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)12.7; -------- --- --- ---- provided, further, that notwithstanding anything all requests for any such payments -------- ------- shall be made by a participant through the Lender. The right of each holder of a participation to receive payment under Sections 2.9, 3.7 and 12.7 and shall be limited to the contrary herein, lesser ------------ --- ---- of (i) no consent shall be required the amounts actually incurred by such holder for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund 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 extent required pursuant Lender granting the participation 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 such holder had such participation not 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 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 unless the Agent elects to waive such processing fee in 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 Lendergranted.

Assignments; Participations. (a) Any Each Lender mayshall have the right, with the written consent (in each caseCollateral Agent's consent, which consents shall not to be unreasonably withheld or delayed) of (x) the Agent withheld, and (y) so long as no Default or Event of Default has occurred and is continuingoutstanding, the Borrowerwith Imation's consent, not to be unreasonably withheld at any time to assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, commercial banks or any ratable part other financial institutions all or a portion of all, of the Term Loansits Commitment, the Term Loan Commitments Loans owing to it and the other its rights and obligations with respect to Letters of Credit and L/C Credit Support; provided, however, that (i) each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender's corresponding rights and obligations under this Agreement and the assignment shall apply the same percentage to the Lender's Commitment and Loans, (ii) unless Imation and the Collateral Agent otherwise agree, the aggregate amount of the outstanding Commitment of the assigning Lender hereunderbeing assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance entered into with respect to such assignment by the assigning Lender and the assignee, and accepted by the Collateral Agent, in a minimum amount substantially the form of Exhibit F ("Assignment and Acceptance")) shall in no event be less than $5,000,000, or an 10,000,000 (except as provided in the second paragraph of this Section 12.3(a)) and integral multiple multiples of $1,000,000 in excess thereof; providedof that amount, except that (i) such limitation shall not apply to an amount less than the minimum amount assignment by any Lender 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 its rights and obligations of the Lender hereunder, (ii) no such minimum amount shall apply to any assignment under this Agreement or to an Approved Fund or assignment to a Lender or to an Affiliate affiliate of a Lender, and (iii) except in the case of an assignment in whole of a Lender's rights and obligations under this Agreement or an assignment by an original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment the aggregate amount of the outstanding Commitment still held by the assigning Lender in its own name shall in no event be less than $10,000,000, or no less than $25,000,000 in the case of a prospective assignment to Lender which is also the Collateral Agent or a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a)Co-Agent, (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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment 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 execute 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 Collateral Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with a processing and recordation fee of $2,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least two (2) Business Days after the execution thereof, (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, have the rights and obligations (including, but not limited to, the obligation to participate in Letters of Credit and L/C Credit Support pursuant to Section 2.3(f)) of a Lender hereunder 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 case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding the foregoing, neither Co-Agent shall enter into an Assignment and Acceptance prior to the date 90 days after the Closing Date (other than in connection with an Administrative Questionnaire assignment to an affiliate of such Co-Agent), except as provided in this paragraph. If BABC proposes to enter into an Assignment and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay Acceptance with a proposed assignee prior to the date 90 days after the Closing Date (other than an affiliate of BABC), it shall notify each of the Co-Agents, and if either or both of the Co-Agents chooses to assign a portion of its Commitment, then each of BABC and each electing Co-Agent a processing fee in the shall enter into an Assignment and Acceptance with such proposed assignee assigning an amount of its Commitment equal to the aggregate Commitment amount sought to be purchased by such proposed assignee divided by the number of electing assignors (including BABC). The aggregate Commitments assigned to such proposed assignee shall in no event be less than $3,500 unless 10,000,000, but the Agent elects to waive such processing fee in 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 LenderCommitment assigned by each electing assignor may be less than that amount.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of Agent (in each case, which consents the prior written consent of Agent shall not be unreasonably withheld required in the event of an assignment to a Person that is an Eligible Transferee under Section 1.45(a) or delayed(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 (xbut not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register, (ii) Agent and shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500 (ythe 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), (iii) so long as no Event of Default has occurred and is continuing, such transfer or assignment shall require the Borrowerprior written consent of Administrative Borrower (the prior written consent of Administrative Borrower 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), assign which shall not be unreasonably withheld or delayed and delegate shall be deemed granted if not objected to one within three (3) Business Days and (iv) no assignment shall be made or more Eligible Assignees (each participation sold to any 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 Term Loans, the Term Loan 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 hereunder, in a minimum amount of $5,000,000, Lender's (or an integral multiple of $1,000,000 in excess thereof; 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 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)Congress, (e)its affiliate, (fWachovia Capital Investments, Inc.) 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 for the assignment of Term 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 respect 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 Tranche A Loans (10) Business Days of receipt of a written request for consent; provided, further, that (A) written notice of as 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 term is defined in the amount of $3,500 unless Synthetic Lease Facility Agreements) under the Agent elects to waive such processing fee in 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 LenderSynthetic Lease Facility Agreements.

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, 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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is continuing, the Borrower, assign be continuing and delegate to one or more Eligible Assignees (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 (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 's consent shall not be required in the event an Event of the Term Loans, the Term Loan Commitments Default shall have occurred and the other rights and obligations of the Lender hereunderbe continuing), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Execution Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or more other Eligible Assignees (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, 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 thereofCredit); provided, however, that (i) any such assignment (other than an amount less than assignment to a Lender or an Affiliate of a Lender) shall not be made without the minimum amount prior written consent of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all the Issuing Lender and the Borrower (to be evidenced by their counterexecution of the Term Loansrelevant Assignment and Acceptance), the Term Loan Commitments and the other rights and obligations of the Lender hereunderwhich consent shall not be unreasonably withheld, (ii) no each such minimum amount assignment by a Lender shall apply be made in such manner so that the same portion of its Commitment, Loans, Note or Notes and participations in Letters of Credit is assigned to any the relevant Assignee (provided that the Swingline Lender may assign all (but not less than all) of the Swingline Commitment, the Swingline Loans and the Swingline Note without the necessity of assigning a corresponding portion of its Commitment, Revolving Loans and Revolving Credit Note), (iii) except in the case of an assignment to an Approved Fund or to a Lender or to 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 lesser of (iiiy) the entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000, and, 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 Swingline Lender, at shall not be less than the same price and on the same terms and conditions as those offered to such Disqualified Lenderentire Swingline Commitment, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender (each an "Assignor") may, with the written consent (of Agent, each Issuing Lender to whom obligations are owed in each case, which consents shall not be unreasonably withheld or delayed) respect of (x) the Agent Letters of Credit issued by it and (y) so long as no unless a Default or Event of Default has occurred and is continuing, the ) Borrower, which consent of Agent, such Issuing Lenders and the Borrower 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 (each an “"Assignee”) all"), all or any ratable part of all, of the Term LoansAdvances, the Term Loan Commitments Commitment, 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 (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 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 for the any assignment of Term Loans to a LenderAdvances or the Term Loan Commitment shall not require the notification of, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y)consent of, 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 consentsuch 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"), along with an Administrative Questionnaire and any know-your-customer documentation; 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 unless the Agent elects to waive such processing fee in their sole discretion. Upon the request of any Lender, the Agent shall2,000, and thereupon shall be released from its obligations with respect to 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 Lenderassigned portion.

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 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 applicable Agent on the applicable Register; (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; (iii) Agent shall have provided its prior written consent to such assignment, and (in each caseiv) Borrowers shall have provided their prior written consent, which consents consent shall not be unreasonably withheld withheld, conditioned or delayed; provided, that, (A) of Borrowers shall be deemed to have consented to a proposed assignment unless they object to such assignment by written notice to Agent within five (x5) the Agent Business Days after having received notice thereof and (yB) so long as no consent of Borrowers shall be required if a Default or an Event of Default exists or has occurred and is continuing. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the Borrowerconsent of Borrowers or Agent shall not be required, assign the minimum assignment amount shall not be applicable, an Assignment and delegate Acceptance shall not be required to one be delivered to, accepted by or more Eligible Assignees (each an “Assignee”) allrecorded 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 merger, consolidation, sale, transfer, or other disposition of all or any ratable part of all, substantial portion of the Term Loans, the Term Loan 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 thereofLender; provided, that (i) an amount less than Borrowers and Agent may continue to deal solely and directly with the minimum amount of $5,000,000 may be assigning Lender in connection with the interest so assigned if agreed to by the Borrower and the Agent, or if until 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 time 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 for the assignment of Term 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 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, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor assigning Lender or Assignee shall pay the assignee to the Agent a processing fee in the amount of $3,500 unless the Agent elects to waive such processing fee in 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 Each Lender may, with the prior written consent of Agent (in each case, which consents the prior written consent of Agent shall not be unreasonably withheld required in the event of an assignment to a Person that is an 123 Eligible Transferee under Section 1.45(a) or delayed(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 (xbut not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register, (ii) Agent and shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500 (ythe 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), (iii) so long as no Event of Default has occurred and is continuing, such transfer or assignment shall require the Borrowerprior written consent of Administrative Borrower (the prior written consent of Administrative Borrower 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), assign which shall not be unreasonably withheld or delayed and delegate shall be deemed granted if not objected to one within three (3) Business Days and (iv) no assignment shall be made or more Eligible Assignees (each participation sold to any 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 Term Loans, the Term Loan 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 hereunder, in a minimum amount of $5,000,000, Lender’s (or an integral multiple of $1,000,000 in excess thereof; 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 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 Wachovia, its affiliate, Wachovia Capital Investments, Inc., or such other affiliate of an Event of Default under any of Sections 10.1(a), (e), (fWachovia as it may designate) 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 for the assignment of Term 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 respect 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 Tranche A Loans (10) Business Days of receipt of a written request for consent; provided, further, that (A) written notice of as 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 term is defined in the amount of $3,500 unless Synthetic Lease Facility Agreements) under the Agent elects to waive such processing fee in 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 LenderSynthetic Lease Facility Agreements.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (in each case, which consents consent 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 Borrowerwithheld), assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, 15,000,000 or an integral multiple if less the entire amount of $1,000,000 in excess thereof; such Lender's Commitment (provided, that (i) that, unless an amount less than the 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 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 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 interest so assigned 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, Assignee until (i) no consent shall be required for the assignment of Term 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 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, along with an Administrative Questionnaire and any know-your-customer documentation; ") and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500 unless the 3,000. The Agent elects to waive such processing fee in their sole discretion. Upon the request agrees that if, as a result of any assignments or delegations of its Commitment, 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 shall, and upon the Borrower hereby expressly authorizes written request of the AgentBorrowers (but only if there exists no Default or Event of Default at the time of such request), to make available resign as Agent in accordance with 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 Lenderprovisions set forth in SECTION 14.9.

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 (but not including for this purpose any assignments in the form of a participation), each case, of which consents assignees shall not be unreasonably withheld or delayed) become a party to this Agreement as a Lender by execution of (x) the Agent an Assignment and (y) Acceptance; provided that so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any ratable part consent of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, Borrower shall be required in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no such minimum amount shall apply to connection with any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, Eligible Transferee described in clauses (c) and (iiid) 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 definition of its Subsidiaries) Eligible Transferee (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but consent 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(bbe unreasonably withheld); provided, further, that notwithstanding anything to the contrary hereinprovided further that, (i) no consent shall such transfer or assignment will not be required for effective until recorded by Agent on the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund Register and (ii) to the extent required pursuant to the foregoing subclause (y), consent Agent shall have received for its sole account payment 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 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 from the assigning Lender or the assignee in the amount of $3,500 unless 5,000. Anything contained herein to the contrary notwithstanding, the consent of Borrower or Agent elects shall not be required, the minimum assignment amount shall not be applicable such transfer or assignment shall not be required to waive such be recorded by Agent on the Register in order to be effective, and payments of the processing fee shall not be required if such assignment is in connection with any merger, consolidation, or sale, transfer or other disposition of all or any substantial portion of the business or loan portfolio of a Lender; provided, -------- however, that 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 assignment 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, their sole discretionCommitments 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 it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and 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. (c) Upon such execution, delivery, acceptance and recording, from and after the request of any Lendereffective date specified in each Assignment and Acceptance, the Agent assignee thereunder shall be a party hereto and to the 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 Letter of Credit Accommodations) of a Lender hereunder and thereunder and the assigning Lender shall, to the extent that rights and the Borrower hereby expressly authorizes the Agentobligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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.relinquish its rights and be released from its obligations under this Agreement. 110

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 Revolving Credit Commitment, all of its Swingline Commitment, 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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to 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 (iiiy) in the case of a prospective Revolving Credit Commitments, $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 assignment to a Disqualified Lender following (or, if less, the occurrence and during entire Revolving Credit Commitment of the continuance of an Event of Default under any of Sections 10.1(aassigning Lender), (e), (f) or (g), any Affiliate z) in the case 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights and obligations full amount of such Lender hereunderthe outstanding Swingline Loans, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lender.the Agent and the other parties hereto as if set forth at length herein. 100 107

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 the Administrative Agent and 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 delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, and provided further that in the Borrower, assign and delegate to one or more Eligible Assignees (each case of an “Assignee”) all, or any ratable part assignment of all, of the Term Loansa -------- ------- Revolving Credit Commitment, the Term Loan Commitments and the other rights and obligations of such Issuing Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that must also give its prior written consent thereto (i) an amount less than the minimum amount of $5,000,000 may which consent shall not 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 hereunderunreasonably withheld), (ii) no each such minimum amount assignment by a Lender of any of its interests relating to Loans of a particular Class shall apply 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 any such Class is assigned to the relevant Assignee, (iii) except in the case of an assignment to an Approved Fund or to a Lender or to 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 (iiix) in the case of a prospective assignment to a Disqualified Lender following Term Loans, $5,000,000 (or, if less, the occurrence and during full amount of the continuance of an Event of Default under any of Sections 10.1(aassigning Lender's outstanding Term Loans), (ey) 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 assignment (or, if less, the entire Revolving Credit Commitment of the assigning Lender), (f) or (g), any Affiliate z) in the case 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights 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 obligations unused Commitments of such Lender hereunder, that such Lender intends to sell after giving effect to such Disqualified Lenderassignment shall not be less than $5,000,000, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Lender's Assignment Rights. Any Lender may, with the prior -------------------------- written consent (in each caseof Agent and, which consents shall not be unreasonably withheld or delayed) of (x) the Agent and (y) so as long as no Default or Event of Default has occurred and is continuing, with the Borrowerprior consent of Borrower (which consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, -------- of the Term Loans, the Term Loan 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, however, 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) no such minimum amount assignment shall apply 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 an Approved Fund any bank or to a lender which is not so exempt from applicable usury laws shall cause the assigning 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 Assignee to be Defaulting Lenders hereunder until such Lender hereunder, that assignment is rescinded or 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)Assignee receives its exemption from applicable usury laws; provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the extent required pursuant interest so assigned 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 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, along with an Administrative Questionnaire and any know-your-customer documentation"); 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 unless 3,500). Anything contained herein to the Agent elects to waive such processing fee in their sole discretion. Upon the request of any Lendercontrary notwithstanding, the consent of Agent shalland Borrower shall not be required if such assignment is to an Affiliate or Subsidiary of such Lender or is in connection with any merger, and the Borrower hereby expressly authorizes the Agentconsolidation, to make available the list sale, transfer, or other disposition of Disqualified Lenders to any Lender, any potential assignee all or any potential participant for substantial portion of the purpose business or loan portfolio of verifying whether such Person is a Disqualified Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (in each case, which consents consent 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 Borrowerwithheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or another Lender) (each an “Assignee”) all, or any ratable part of all, of the Term Revolving Loans, the Term Loan Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,00010,000,000, or or, if less, all of such Lender’s Commitment (provided that, unless an integral multiple assignor Lender has assigned and delegated all of $1,000,000 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 excess thereof; provided, that (i) an amount less than the 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 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(b10,000,000); provided, furtherhowever, that notwithstanding anything the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the contrary herein, interest so assigned to an Assignee until (i) no consent shall be required for the assignment of Term 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 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, along with an Administrative Questionnaire and any know-your-customer documentation; 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 unless 3,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Agent elects to waive such processing fee Revolving Loans and Commitments in 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 Lenderaccordance herewith.

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 Term Note or Term 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 the Agent and the Borrower (in each caseto be evidenced by their counter-execution 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 delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 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 except in the case of an assignment to an Approved Fund or to a Lender or to 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 (or, if less, the full amount of the assigning Lender's outstanding Loans), and (iii) in the case of a prospective parties to each such assignment to a Disqualified Lender following the occurrence will execute 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 for the assignment of Term 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 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, along together with an Administrative Questionnaire any Term Note or Term Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or --------------------------- more other Eligible Assignees (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereundereither of its Commitments, in a minimum amount of $5,000,000, the outstanding Loans made by it and the Note or an integral multiple of $1,000,000 in excess thereofNotes held by it); provided, however, that (i) any such assignment -------- ------- (other than an amount less than assignment to a Lender or an Affiliate of a Lender) shall not be made without the minimum amount prior written consent of $5,000,000 may be assigned if agreed to by the Administrative Agent and the Borrower and the Agent, or if such amount represents all (to be evidenced by their counterexecution of the Term Loansrelevant Assignment and Acceptance), the Term Loan Commitments and the other rights and obligations of the Lender hereunderwhich consent shall not be unreasonably withheld, (ii) no such minimum amount shall apply to any except in the case of an assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, no such assignment with regard to either Facility shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to each such assignment) less than the lesser of (y) the entire Commitment of such Lender under such Facility immediately prior to such assignment or (z) $5,000,000, and (iii) in the case of a prospective parties to each such assignment to a Disqualified Lender following the occurrence will execute 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 for the assignment of Term 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 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, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with With the prior written consent of the Agent and 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 (x) the Agent and (y) so long as no Event any assignment by a Lender to any of Default has occurred and is continuingits Affiliates), the Borrower, each Lender may assign and delegate to one or more Eligible Assignees other Persons (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan 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, the outstanding Loans made by it and the Note or an integral multiple of $1,000,000 in excess thereofNotes held by it); provided, however, that (i) except in the case of an assignment to an Affiliate of such Lender, 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 Acceptance with respect to each such assignment) shall in no event be less than the minimum amount lesser of (y) the entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000 may 5,000,000, (ii) each such assignment shall be assigned if agreed to by an Eligible Assignee, and (iii) the Borrower parties to each such 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 if Notes subject to such amount represents all assignment, and will pay a nonrefundable processing fee of $3,000 to the Agent for its own account (provided that such fee shall not be payable in the case of an assignment by a Lender to any of its Affiliates). Upon such execution, delivery, acceptance and recording of the Term LoansAssignment and Acceptance, from and after the Term Loan Commitments 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 other rights and obligations of the assigning 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, hereunder with respect thereto and (iiib) 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 a prospective assignment to a Disqualified Lender following an Assignment and Acceptance covering all or the occurrence and during the continuance remaining portion 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 assigning 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 's rights and obligations of under this Agreement, such Lender hereunder, that such Lender intends shall cease to sell to such Disqualified Lender, at the same price and on the same be a party hereto). The terms and conditions as those offered to such Disqualified Lenderprovisions of each Assignment and Acceptance shall, all in accordance with upon the effectiveness thereof, be incorporated into and made a part of this Section 12.2(a) Agreement, and Section 12.2(b); providedthe covenants, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment agreements and obligations of Term Loans to a Lender, an Affiliate of a each 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 set forth therein shall be deemed made to have been given if and for the Borrower has not responded within ten (10) Business Days benefit 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 and each other Lender and the Assignee; (B) such Lender and its Assignee shall deliver party 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 unless the Agent elects to waive such processing fee in 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 Lenderthis Agreement 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 Revolving Credit 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 the Agent and the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that the -------- Borrower's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to 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 (iiiy) in the case of a prospective Revolving Credit Commitments, $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 to a Disqualified Lender following (or, if less, the occurrence and during entire Revolving Credit Commitment of the continuance of an Event of Default under any of Sections 10.1(aassigning Lender), (eprovided that in the Agent's discretion such amount may be reduced for -------- assignments made in connection with additions to the aggregate Revolving Credit Commitments as provided for in Section 2.1(c), (f) or (g), any Affiliate z) in the case 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 Swingline Loans, the Term Loan Commitments entire Swingline Commitment and the other rights and obligations full amount of such Lender hereunderthe outstanding Swingline Loans, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,500 to the Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and 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, 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 the Administrative Agent and 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) of (x) provided that the Agent and (y) so long as no Borrower's consent shall not be required in the event an Event of Default has shall have occurred and is be continuing), the Borrower(ii) each such assignment shall be of a uniform, assign and delegate to one or more Eligible Assignees (each an “Assignee”) allnot varying, or any ratable part percentage of all, all of the Term Loans, the Term Loan Commitments and the other assigning Lender's rights and obligations of such Lender hereunderunder this Agreement, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (iiii) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to unless otherwise waived by the Borrower and the Administrative Agent, or if such amount represents all except in the case 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 an assignment to an Approved Fund or to a Lender or to 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 assignment (or, if less, the entire Commitment and Loans of the assigning Lender); provided, however, the limitation on assignment in this clause (iii) in shall be no less than the case aggregate principal amount of a prospective assignment $5,000,000 (determined as of the date of the Assignment and Acceptance with respect to a Disqualified Lender following the occurrence and during the continuance of such assignment) if 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 occurred 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)be continuing; provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire 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 know-your-customer documentation; 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 unless 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 covenants, 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 elects 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 their sole discretion. Upon Section 7701(a)(30) of the request of any Lender, the Agent Internal Revenue Code shall, and within three Business Days of becoming a party hereto, deliver 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 Lenderforms required by SECTION 2.16(D).

Assignments; Participations. (a) Any Lender may, with the written consent (in each case, of the Agent and with the consent of Consumer 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 assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"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; providedPROVIDED HOWEVER, that (i) an amount less than BABC shall retain at least 35% of the minimum amount of $5,000,000 may be assigned if agreed to by the total Commitments; PROVIDED, FURTHER, that each Borrower and the Agent, or if Agent may continue to deal solely and directly with such amount represents all of Lender in connection with 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 interest so assigned 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, Assignee until (i) no consent shall be required for the assignment of Term 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 have been given to the each Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the each Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; Acceptance in the form of EXHIBIT H ("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 unless 2,500. Notwithstanding the Agent elects foregoing, no consent of either Borrower shall be required to waive such processing fee in their sole discretion. Upon the request assignment of any Lender, 's Loans and Commitments and BABC need not retain 35% of the Agent shall, and total Commitments (i) in the Borrower hereby expressly authorizes case of an assignment that occurs while an Event of Default is continuing or (ii) in the Agent, to make available case of an assignment that is part of the list sale of Disqualified Lenders to any all or a substantial part of the assigning Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Lender's asset-based loan portfolio.

Assignments; Participations. (a) Any Lender may, with the written consent (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 (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 (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 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 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 for the assignment of Term 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, 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 unless the Agent elects to waive such processing fee in 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 LenderXxxxxx.

Assignments; Participations. (a) Any Lender may, with With the written prior consent (in each caseof the Agent and the Borrower, which consents consent shall not be unreasonably withheld (except in the case of a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuingin which case no consent of the Borrower shall be required), the Borrower, each Lender may assign and delegate to one or more Eligible Assignees other Persons 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 and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of an “Assignee”equal, pro rata percentage of such Lender's rights and obligations (including its Commitments and its End Loaded Lease Commitment) allunder this Agreement and the End Loaded Lease Credit Agreement, (ii) except in the case of an assignment to an Affiliate of such Lender or any ratable part of alla Person that, immediately prior to such assignment, was a Lender, (1) the amount of the Term LoansCommitments of such 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 lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, and (2) the Term Loan Commitments 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, (iv) the parties to each such 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 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 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 hereunderhereunder with respect thereto, in a minimum amount of $5,000,000and (b) the assigning Lender shall, or an integral multiple of $1,000,000 in excess thereof; provided, to the extent 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunderhereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (ii) no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lenderand, and (iii) in the case of a prospective assignment to a Disqualified Lender following an Assignment and Acceptance covering all or the occurrence and during the continuance remaining portion 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 assigning 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 's rights and obligations of under this Agreement, such Lender hereunder, that such Lender intends shall cease 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(bbe a party hereto); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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 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, the Note or Notes held by it and its participations in Letters of Credit); provided, however, that (i) any such assignment shall not be made without the prior written consent of the Agent and OCA (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld (provided that OCA's consent shall not be required in the event a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has shall have occurred and is be continuing, the Borrower, assign and delegate to one or more Eligible Assignees (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 (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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder), (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; 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 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (in each case, which consents consent shall not be unreasonably withheld withheld) and if no Default or delayed) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, exists with the Borrowerwritten consent of the Parent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Parent or the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Term Revolving Loans, the Term Loan Commitments Commitments, and the other rights and obligations of such 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; providedthereof or all of such Lenders Revolving Loans and Commitments (provided that, that (i) unless an amount less than the assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 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(b10,000,000); provided, furtherhowever, that notwithstanding anything the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the contrary herein, interest so assigned to an Assignee until (i) no consent shall be required for the assignment of Term 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 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 and the Agent an Assignment and Acceptance in the form of Exhibit E (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment, along with an Administrative Questionnaire and any know-your-customer documentation; and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500 unless 5,000 (provided that the Agent elects to may, in its discretion, waive such processing fee in their sole discretionconnection with the initial syndication of the Commitments). Upon the request of any Lender, The Borrowers agree to promptly execute and deliver new or replacement Revolving Notes as reasonably requested by the Agent shall, to evidence assignments of the Revolving Loans 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 LenderCommitments in accordance herewith.

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or --------------------------- more other Eligible Assignees (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan 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, the outstanding Loans made by it and the Note or an integral multiple of $1,000,000 in excess thereofNotes held by it); provided, however, that (i) any such assignment (other than -------- ------- an amount less than assignment to a Lender or an Affiliate of a Lender) shall not be made without the minimum amount prior written consent of $5,000,000 may be assigned if agreed to by the Administrative Agent and the Borrower and the Agent, or if such amount represents all (to be evidenced by their counterexecution of the Term Loansrelevant Assignment and Acceptance), the Term Loan Commitments and the other rights and obligations of the Lender hereunderwhich consent shall not be unreasonably withheld, (ii) no such minimum amount shall apply to any except in the case of an assignment to an Approved Fund or to a Lender or to 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 lesser of (y) the entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000, and (iii) in the case of a prospective parties to each such assignment to a Disqualified Lender following the occurrence will execute 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 for the assignment of Term 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 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, along together with an any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $3,000 to the Administrative Questionnaire Agent for its own account. Upon such execution, delivery, acceptance and any know-your-customer documentation; 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 unless an Assignment and Acceptance covering all or the Agent elects remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to waive such processing fee in their sole discretionbe a party hereto). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with With the written prior consent (in each caseof the Agent and the Borrower, which consents consent shall not be unreasonably withheld (except in the case of a Default or delayed) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuingin which case no consent of the Borrower shall be required), the Borrower, each Lender may assign and delegate to one or more Eligible Assignees other Persons 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 and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of an “Assignee”equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) allunder each Credit Facility, (ii) except in the case of an assignment to an Affiliate of such Lender or any ratable part of alla Person that, immediately prior to such assignment, was a Lender, (1) the amount of the Term LoansCommitments of such 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 lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, and (2) the Term Loan Commitments 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, (iv) the parties to each such 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 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 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 hereunderhereunder with respect thereto, in a minimum amount of $5,000,000and (b) the assigning Lender shall, or an integral multiple of $1,000,000 in excess thereof; provided, to the extent 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 Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunderhereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (ii) no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lenderand, and (iii) in the case of a prospective assignment to a Disqualified Lender following an Assignment and Acceptance covering all or the occurrence and during the continuance remaining portion 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 assigning 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 's rights and obligations of under this Agreement, such Lender hereunder, that such Lender intends shall cease 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(bbe a party hereto); provided, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term 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 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 unless the Agent elects to waive such processing fee in 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 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 each caseconnection with (i) an 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 business or loan portfolio of such Lender), which consents consent shall not be unreasonably withheld withheld, delayed or delayed) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrowerconditioned, 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), 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 in the last sentence of this Section 13.7(a)) execution and delivery of an “Assignee”Assignment and Acceptance to Agent; PROVIDED, THAT, such transfer or assignment will not be effective until: (i) all, 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 any ratable part of all, of the Term Loans, assignee in the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or 5,000 (except the payment of such fee shall not be required in connection with an integral multiple of $1,000,000 in excess thereof; provided, that (i) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to assignment 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 such Lender or a LenderRelated Fund). Notwithstanding anything contained to the contrary in this Section 13.7(a) , 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 may assign any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any all of its Subsidiaries) (such Affiliate, in such capacity, rights under the Financing Agreements to 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 Affiliate of such Lender hereunder, that or a Related Fund of such 110 Lender intends without delivering an Assignment and Acceptance 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(bAgent (a "Related Party Assignment"); providedPROVIDED, further, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term 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, furtherhowever, 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, along with Acceptance between the assigning Lender and an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor 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 unless the Agent elects to waive such processing fee in their sole discretion. Upon the request of any Lender, the Agent shall, Assignment 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 LenderAcceptance.

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or more other Eligible Assignees (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, 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 thereofCredit); provided, however, that (i) each such assignment shall be of an amount less than the minimum amount equal percentage 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 Lender's rights and obligations (including its Revolver A Commitment and Revolver B Commitment, the outstanding Loans made by it, the Note or Notes held by it, its participations in Letters of Credit and its commitment and loans (if any) as a Lender (as defined in the Lender hereunderParticipation Agreement) under the ELLF), (ii) no any such minimum amount shall apply to any assignment to (other than an Approved Fund or 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, 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 amount of the Borrower Commitment of the assigning Lender being assigned pursuant to each such assignment (other than Holdings or any determined as of its Subsidiaries) (the date of the Assignment and Acceptance with respect to each such Affiliate, in such capacity, an “Affiliated Lender”assignment) shall have in no event be less than the right, but not an obligation lesser of (y) the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations entire Commitment of such Lender hereunder, that such Lender intends to sell immediately prior to such Disqualified Lenderassignment or (z) $5,000,000, 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 for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (iiiv) the parties 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 each such assignment, together with payment instructions, addresses assignment will execute 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 Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender Note or Assignee shall pay Notes subject to the Agent a processing fee in the amount of $3,500 unless the Agent elects to waive such processing fee in their sole discretion. Upon the request of any Lender, the Agent shallassignment, and the Borrower hereby expressly authorizes assigning Lender will pay a nonrefundable processing fee of $3,000 to the AgentAdministrative 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 make available the list extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of Disqualified Lenders the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to any 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 case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, any potential assignee or any potential participant 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 purpose benefit of verifying whether such Person is a Disqualified Lenderthe Administrative Agent and the other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Each Lender may, with the written consent (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, may assign and delegate to one or more Eligible Assignees (each each, an “"Assignee”") all, all or any ratable part a portion of all, of the Term Loans, the Term Loan 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, the outstanding Loans made by it and the Note or an integral multiple of $1,000,000 in excess thereofNotes held by it); provided, however, that (i) any such assignment (other than an amount less than assignment to a Lender or an Affiliate of a Lender) shall not be made without 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 prior written consent of the Term Loans, the Term Loan Commitments and the other rights and obligations Agent (to be evidenced by its counterexecution of the Lender hereunderrelevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) no each such minimum amount assignment shall apply to any 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 an Approved Fund or to a Lender or to an Affiliate of a Lender, and no such assignment shall be in an aggregate principal amount (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 determined as 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 for the assignment of Term 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 date 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 Assignment and related information 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, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,500 to the Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500 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 elects 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 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 their sole discretionthe 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). Upon The terms and provisions of each Assignment and Acceptance shall, upon the request effectiveness thereof, be incorporated into and made a part of any Lender, the Agent shallthis Agreement, and the Borrower hereby expressly authorizes the Agentcovenants, agreements and obligations of each Lender set forth therein shall be deemed made to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant and for the purpose benefit of verifying whether such Person is a Disqualified Lenderthe Agent and the other parties hereto as if set forth at length herein.