Common use of Assignment and Syndication Clause in Contracts

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers shall have the right to syndicate the Credit Facilities, the Interim Loans and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") to a group of financial institutions or other investors identified by us in consultation with you. Xxxxxx Brothers will manage all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor and the Company agree to use all commercially reasonable efforts to assist Xxxxxx Brothers and LCPI in any such syndication process, including, without limitation, (i) ensuring that the syndication efforts benefit materially from the existing lending relationships of the Sponsor and the Company, (ii) direct contact between senior management and advisors of the Sponsor and the Company and the proposed Lenders, (iii) assistance in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI and (iv) the hosting, with Xxxxxx Brothers, of one or more meetings of prospective Lenders, and, in connection with any such Lender meeting, your consultation with Xxxxxx Brothers and LCPI with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPI. You also agree that, at your expense, you will work with Xxxxxx Brothers and LCPI to procure a rating for the Credit Facilities and/or the Interim Loans by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Group.

Assignment and Syndication. (a) The parties hereto agree that LCPI Xxxxxx and Xxxxxx Brothers shall Xxxxxxx Xxxxx will have the right to syndicate the Credit Facilities, the Interim Loans and/or the Senior Loan Commitments Facility and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group one or more groups of financial institutions or other investors investors, identified by us in after consultation with you, provided that any such financial institutions and other investors that are not currently participating as lenders under the Company’s existing revolving credit facility shall be subject to approval by the Company (such approval not to be unreasonably withheld or delayed). Xxxxxx Brothers and Xxxxxxx Xxxxx will have the right to manage all aspects of any such syndicationsyndication in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor and Commitments are subject to the Company agree to use using all commercially reasonable efforts to assist Xxxxxx Brothers and LCPI Xxxxxxx Xxxxx in any such syndication processprocess for the Credit Facility and any issuance of commercial paper made to finance the Share Repurchase, including, without limitation, : (i) ensuring that the syndication efforts benefit materially from the existing lending relationships of the Sponsor and the Company, ; (ii) arranging for direct contact between senior management and other representatives and advisors of the Sponsor and the Company and the proposed Lenders, Lenders or purchasers; (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI ; and (iv) the hosting, with Xxxxxx Brothersus, of one or more meetings of prospective LendersLenders or purchasers, and, in connection with any such Lender meeting, your consultation consulting with Xxxxxx Brothers and LCPI us with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPIus. You also agree that, at your expense, you will work with Xxxxxx Brothers and LCPI MLPF&S to procure a rating for the Credit Facilities and/or the Interim Loans Facility by Xxxxx'x Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings GroupGroup prior to the commencement of the general syndication of the Credit Facility.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers shall will have the right to syndicate the Credit Facilities, the Interim Loans Facilities and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group of financial institutions or other investors investors, identified by us in consultation with you. Xxxxxx Brothers will and LCPI shall manage all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor , and the Company agree agrees to use all commercially reasonable efforts to assist Xxxxxx Brothers and LCPI in any such syndication process, including, without limitation, (i) ensuring that the syndication efforts benefit materially from the existing lending relationships of the Sponsor and the Company, (ii) arranging for direct contact between senior management and advisors of the Sponsor and the Company and the proposed Lenders, (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI and, at the request of LCPI and Xxxxxx Brothers, the preparation of versions of the Confidential Information Memoranda that do not contain material non-public information concerning the Company, its affiliates or its securities for purposes of United States federal and state securities laws, (iv) the hosting, with LCPI and Xxxxxx Brothers, of one or more meetings of prospective Lenders, and, in connection with any such Lender meeting, your consultation consulting with Xxxxxx Brothers and LCPI with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPI. You also agree that, at your expense, you will work with LCPI and (v) permitting agents or advisors engaged by Xxxxxx Brothers and LCPI to procure review the Company’s systems, controls, books and records. Furthermore, you agree that the Commitment is conditioned upon the Company’s satisfaction of the requirements of the foregoing provisions of this paragraph, if so requested by Xxxxxx Brothers, by a rating for date sufficient to permit the syndication of the Credit Facilities and/or to be completed prior to the Interim Loans by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings GroupClosing Date.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Lehman Brothers shall will have the right to syndicate the Credit Facilities, the Interim Loans and/or Facilitixx xxx the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group one or more groups of financial institutions or other investors investors, identified by us in after consultation with you. Xxxxxx Lehman Brothers will have the right to manage all aspects of any such syndicationsucx xxxxication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor and Senior Loan Commitment is subject to the Company agree to use using all commercially reasonable efforts to assist Xxxxxx Lehman Brothers and LCPI in any such syndication process, including, without limitation, limixxxxxx: (i) ensuring that the syndication efforts benefit materially from the existing lending relationships of the Sponsor Company and the Company, Acquired Business; (ii) arranging for direct contact between senior management and other representatives and advisors of the Sponsor and the Company and the Acquired Business, and the proposed Senior Lenders, ; (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Lehman Brothers and, at the request of Lehman Brothers, the preparatxxx xx versions of the Confidential Infxxxxxxon Memoranda that do not contain material non-public information concerning the Company or the Acquired Business, their respective affiliates or their securities for purposes of United States federal and LCPI state securities laws; and (iv) the hosting, with Xxxxxx LCPI and Lehman Brothers, of one or more meetings of prospective Senior Lenders, andxxx, in connection with any such Senior Lender meeting, your consultation consulting with Xxxxxx Lehman Brothers and LCPI with respect to the presentations to be made at such meetingxxxxxng, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPILehman Brothers. You also agree that, at your expense, you will work with Xxxxxx xxxx Lehman Brothers and LCPI to procure a rating for the Credit Facilities and/or the Interim Loans by Xxxxx'x Investors Mooxx'x Xnvestors Service, Inc. ("MOODY'S") and Standard & Poor's Ratings GroupRaxxxxx Xroup ("S&P") prior to the cxxxxxxxment of the general syndication of the Credit Facilities.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers the Commitment Parties shall have the right right, prior to or after execution of the Credit Documentation, to syndicate the Credit Facilities, the Interim Loans Facilities and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group of financial institutions or other investors identified by us and which shall be approved by you, such approval not to be unreasonably withheld or delayed. Upon any such additional Lender issuing its commitment to you to provide a portion of the Credit Facilities, the Commitment Parties shall be released from a portion of its commitment in consultation with yourespect of such Credit Facilities in an aggregate amount equal to the commitment of such lender. Xxxxxx Brothers will The Co-Lead Arrangers shall manage all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor , and the Company agree Borrower agrees to use all commercially reasonable efforts to assist Xxxxxx Brothers and LCPI the Co-Lead Arrangers in any such syndication process, process as it may reasonably request including, without limitation, (i) ensuring with the intent that the syndication efforts benefit materially from the existing lending relationships of the Sponsor Borrower and the CompanyTarget, (ii) arranging for direct contact between senior management and advisors of the Sponsor Borrower and the Company Acquired Business, and the proposed Lenders, (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI the Co-Lead Arrangers and (iv) hosting with the hosting, with Xxxxxx BrothersCo-Lead Arrangers, of one or more meetings of prospective Lenders, Lenders and, in connection with any such Lender meeting, your consultation consulting with Xxxxxx Brothers and LCPI the Co-Lead Arrangers with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPI. You also agree that, at your expense, you will work with Xxxxxx Brothers and LCPI to procure a rating for the Credit Facilities and/or the Interim Loans by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Group.Co-Lead

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers shall have the right to syndicate the Credit Facilitiesarrange for other banks, the Interim Loans and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") to a group of financial institutions or other financial investors identified by us (including, without limitation, each affiliate and beneficial owner of LCPI or Strategic Resource Partners Fund ("SRP"), any entity that acquires substantially all of the business or assets of LCPI or SRP and each entity with whom SRP or any of its affiliates has entered into an arrangement with respect to the syndication of interim loans (collectively, "Permitted Assignees")) to directly provide a portion of the Commitments and become an Interim Lender under this Commitment Letter, subject to the Company's prior approval (which may not be unreasonably withheld) only in consultation with youthe case of entities that are not Permitted Assignees. Xxxxxx Brothers will In any such case, LCPI, Lehman Xxxxxers or a designee of LCPI would act as arranger, underwriter and sole syndication agent (in such capacity, the "Syndication Agent"). The Syndication Agent would manage all aspects of any such syndication, including decisions as the timing of all offers to the selection of institutions to be approached and when they will be approachedpotential Interim Lenders, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor , and the Company agree to use all commercially reasonable their best efforts to assist Xxxxxx Brothers and LCPI the Syndication Agent in any such syndication process, including, without limitation, (i) ensuring that preparing disclosure materials, meeting with prospective lenders, arranging for the management of the Acquired Business to meet with prospective lenders and providing such information as the Syndication Agent shall reasonably request during the course of such process. The Company may not assign any of its respective rights, or be relieved of any of its obligations, without the prior written consent of each of the Interim Lenders. In connection with any syndication efforts benefit materially of all or a portion of the Commitments, the rights and obligations of each of the Interim Lenders hereunder may be assigned by such Interim Lender, in whole or in part, as provided above, and upon such assignment, such Interim Lender shall be relieved and novated hereunder from the existing lending relationships obligations of such Interim Lender with respect to any portion of its Commitment that has been assigned as provided above. LCPI intends to consult with PNC, as agent for the Senior Credit Facility, with respect to such syndication. SRP is a Delaware business trust managed by an affiliate of Lehman Xxxxxers. SRP's Certificate of Trust is on file with the Secretary of State of the Sponsor and State of Delaware. All persons dealing with SRP, because it is a Delaware statutory business trust, must look solely to the Company, series (iiwithin the meaning given to such term by Section 3806(b)(2) direct contact between senior management and advisors of the Sponsor and Delaware Business Trust Act) of ownership interests in SRP evidencing ownership by SRP of Interim Loans for the Company and the proposed Lenders, (iii) assistance in the preparation enforcement of Confidential Information Memoranda and other marketing materials to be used any claims against SRP arising by reason of or in connection with such interest. None of the manager, the adviser, the trustee, the beneficial owners or other agents of SRP assumes any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI and (iv) the hosting, with Xxxxxx Brothers, of one or more meetings of prospective Lenders, and, personal liability in connection with any such Lender meeting, your consultation with Xxxxxx Brothers and LCPI with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPI. You also agree that, at your expense, you will work with Xxxxxx Brothers and LCPI to procure a rating business of SRP or for the Credit Facilities and/or the Interim Loans by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Groupobligations entered into on behalf of SRP.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers shall the Wachovia Parties will have the right to syndicate the Credit Facilities, the Interim Loans and/or the Senior Loan Commitments Notes and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group one or more groups of financial institutions or other investors investors, identified by us in consultation and reasonably acceptable to you (together with youWachovia Investments, the “Purchasers”). Xxxxxx Brothers The Arranger will have the right to manage all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor Upon notice by the Wachovia Parties, at any time and from time to time on or after the Company agree effective date hereof and on or prior to use all commercially reasonable efforts June 30, 2008, you will cooperate (and cause your affiliates to assist Xxxxxx Brothers cooperate) with the Wachovia Parties in connection with the marketing, offering, sale and LCPI in any such syndication process, includingissuance of the Notes. Such cooperation shall include, without limitation, : (i) ensuring that endeavoring to cause the syndication efforts to benefit materially from the existing investor and lending relationships of the Sponsor and the Company, ; (ii) arranging for direct contact between senior management and advisors other representatives of the Sponsor and the Company and the proposed LendersPurchasers (including, without limitation, participating in one or more customary “roadshows” with prospective investors, one-on-one meetings and conference calls); (iii) assistance in promptly preparing an offering memorandum relating to the preparation of Confidential Information Memoranda Notes containing such disclosure (including financial information) as would be required by the Securities Act and other marketing materials to be used in connection with any syndication, including causing applicable laws for an offering registered under the Securities Act and such Confidential Information Memoranda to conform to market standards other disclosure as is customary and appropriate for such a document as reasonably determined by Xxxxxx Brothers and LCPI and the Arranger; (iv) the hosting, with Xxxxxx Brothersthe Wachovia Parties, of one or more meetings of prospective LendersPurchasers, and, in connection with any such Lender Purchaser meeting, your consultation consulting with Xxxxxx Brothers and LCPI the Arranger with respect to the presentations to be made at any such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers the Arranger; and LCPI. You also agree that, (v) at your expense, you will work working with Xxxxxx Brothers and LCPI the Arranger to procure obtain a corporate family rating for the Credit Facilities and/or Company and ratings for the Interim Loans by Xxxxx'x Notes from Xxxxx’x Investors Service, Inc. (“Moody’s”) and a corporate credit rating for the Company and ratings for the Notes from Standard & Poor's ’s Ratings GroupGroup (“S&P”) (such ratings referred to in this clause (v), the “Ratings”), in the case of each of clauses (i) through (iv), prior to the commencement of the general syndication of the Notes, and in the case of clause (v), at the earliest practicable date. It is understood and agreed that the Commitment hereunder is not subject to the successful syndication of the Notes.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers the Commitment Parties shall have the right right, prior to or after execution of the Credit Documentation, to syndicate the Credit Facilities, the Interim Loans Facilities and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group of financial institutions or other investors identified by us and which shall be approved by you, such approval not to be unreasonably withheld or delayed. Upon any such additional Lender issuing its commitment to you to provide a portion of the Credit Facilities, CIBC shall be released from a portion of its commitment in consultation with yourespect of such Credit Facilities in an aggregate amount equal to the commitment of such lender. Xxxxxx Brothers will The Lead Arranger shall manage all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor , and the Company agree Borrower agrees to use all commercially reasonable efforts to assist Xxxxxx Brothers and LCPI the Lead Arranger in any such syndication process, process as it may reasonably request including, without limitation, (i) ensuring with the intent that the syndication efforts benefit materially from the existing lending relationships of the Sponsor Borrower and the CompanyTarget, (ii) arranging for direct contact between senior management and advisors of the Sponsor Borrower and the Company Acquired Business, and the proposed Lenders, (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI the Lead Arranger and (iv) hosting with the hosting, with Xxxxxx BrothersLead Arranger, of one or more meetings of prospective Lenders, Lenders and, in connection with any such Lender meeting, your consultation consulting with Xxxxxx Brothers and LCPI the Lead Arranger with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers the Lead Arranger. You agree, at the request of the Lead Arranger, to assist in the preparation of a version of each Confidential Information Memorandum and LCPIthe other marketing materials and presentations to be used in connection with the syndication of the Credit Facilities, consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to either Borrower, Target and their respective subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not specifically identified as Public Lender Information is referred to herein as “Private Lender Information”. You further agree that, upon our request, you will designate any document to be disseminated by us to any Lender in connection with the Credit Facilities as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information. You also agree that, at your expense, that you will work with Xxxxxx Brothers and LCPI the Lead Arranger to procure prior to the commencement of syndication of the Credit Facilities, a rating for the Credit Facilities and/or the Interim Loans by Xxxxx'x each of Xxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings Group.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers the Joint Lead Arrangers shall have the right to syndicate the Credit Facilities, the Interim Loans Facilities and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group of financial institutions or other investors investors, identified by us in consultation with the Joint Lead Arrangers and reasonably acceptable to you. Xxxxxx Brothers will manage The Joint Lead Arrangers shall manage, in a manner reasonably acceptable to you all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor , and the Company agree agrees to use all commercially reasonable efforts to assist Xxxxxx Brothers and LCPI the Joint Lead Arrangers in any such syndication process, including, without limitation, (i) ensuring to ensure that the syndication efforts benefit materially from the existing lending relationships of the Sponsor and the Company, (ii) arranging for direct contact between senior management and advisors of the Sponsor Company and to the Company extent agreed to by the Acquired Business, of the Acquired Business, and the proposed Senior Lenders, (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI the Joint Lead Arrangers and (iv) the hosting, with Xxxxxx Brothersthe Joint Lead Arrangers, of one or more meetings of prospective Lenders, Senior Lenders and, in connection with any such Senior Lender meeting, your consultation consulting with Xxxxxx Brothers and LCPI the Joint Lead Arrangers with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPIthe Joint Lead Arrangers. You also agree that, at your expense, you will work with Xxxxxx Brothers and LCPI the Joint Lead Arrangers to procure a rating for the Credit Facilities and/or the Interim Loans by Xxxxx'x Xxxxx’x Investors Service, Inc. (“Moodys”) and Standard & Poor's ’s Ratings GroupGroup (“S&P”) and, on or prior to July 29, 2005, use commercially reasonable efforts to obtain advisory ratings from Rating Advisory Service (“RAS”)(with respect to Moody’s) and Rating Evaluation Service (“RES”) (with respect to S&P).

Assignment and Syndication. (a) The parties hereto agree that LCPI Lxxxxx and Xxxxxx Brothers shall Mxxxxxx Lxxxx will have the right to syndicate the Credit Facilities, the Interim Loans and/or the Senior Loan Commitments Facility and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group one or more groups of financial institutions or other investors investors, identified by us in after consultation with you, provided that any such financial institutions and other investors that are not currently participating as lenders under the Company’s existing revolving credit facility shall be subject to approval by the Company (such approval not to be unreasonably withheld or delayed). Xxxxxx Brothers Lxxxxx and Mxxxxxx Lxxxx will have the right to manage all aspects of any such syndicationsyndication in consultation with you, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor and Commitments are subject to the Company agree to use using all commercially reasonable efforts to assist Xxxxxx Lxxxxx Brothers and LCPI Mxxxxxx Lxxxx in any such syndication processprocess for the Credit Facility and any issuance of commercial paper made to finance the Share Repurchase, includinginclud- ing, without limitation, : (i) ensuring that the syndication efforts benefit materially from the existing lending relationships of the Sponsor and the Company, ; (ii) arranging for direct contact between senior management and other representatives and advisors of the Sponsor and the Company and the proposed Lenders, Lenders or purchasers; (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI ; and (iv) the hosting, with Xxxxxx Brothersus, of one or more meetings of prospective LendersLenders or purchasers, and, in connection with any such Lender meeting, your consultation consulting with Xxxxxx Brothers and LCPI us with respect to the presentations to be made at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPIus. You also agree that, at your expense, you will work with Xxxxxx Lxxxxx Brothers and LCPI MLPF&S to procure a rating for the Credit Facilities and/or the Interim Loans Facility by Xxxxx'x Mxxxx’x Investors Service, Inc. and Standard & Poor's ’s Ratings GroupGroup prior to the commencement of the general syndication of the Credit Facility.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Lehman Brothers shall have the right to syndicate the Credit FacilitiesFacilxxxxx, the Interim Loans and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") to a group of financial institutions or other investors identified by us in consultation with you. Xxxxxx Lehman Brothers will manage all aspects of any such syndication, including inxxxxxxg decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor and the Company agree to use all commercially reasonable efforts to assist Xxxxxx Lehman Brothers and LCPI in any such syndication process, including, without xxxhout limitation, (i) ensuring that the syndication efforts benefit materially from the existing lending relationships of the Sponsor and the Company, (ii) direct contact between senior management and advisors of the Sponsor and the Company and the proposed Lenders, (iii) assistance in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Lehman Brothers and LCPI and (iv) the hosting, with Xxxxxx BrothersLehman Brothexx, of xf one or more meetings of prospective LendersLenxxxx, and, in connection with any such Lender meeting, your consultation with Xxxxxx Lehman Brothers and LCPI with respect to the presentations to be made xx xxxe at such meeting, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Lehman Brothers and LCPI. You also agree that, at your expenseexpensx, you xxu will work with Xxxxxx Lehman Brothers and LCPI to procure a rating for the Credit Facilities Facixxxxxx and/or the Interim Loans by Xxxxx'x Moody's Investors Service, Inc. and Standard & Poor's Ratings GroupGroux.

Assignment and Syndication. (a) The parties hereto agree that LCPI and Xxxxxx Brothers the Participating Institutions shall have the right to syndicate the Credit Facilities, the Interim Loans Facilities and/or the Senior Loan Commitments and the Interim Loan Commitments (collectively, the "COMMITMENTS") Commitment to a group of financial institutions or other investors investors, identified by us in consultation with you. Xxxxxx Brothers will The Participating Institutions shall manage all aspects of any such syndication, including decisions as to the selection of institutions to be approached and when they will be approached, the acceptance of commitments, the amounts offered, the amounts allocated and the compensation provided. The Sponsor , and the Company you agree to use all commercially reasonable efforts to assist Xxxxxx Brothers and LCPI each of the Participating Institutions in any such syndication process, including, without limitation, (i) ensuring that the syndication efforts benefit materially from the existing lending relationships of the Sponsor Company and the Companyits affiliates, (ii) arranging for direct contact between senior management and advisors of the Sponsor Company and the Company its affiliates and the proposed Senior Lenders, (iii) assistance assisting in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with any syndication, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by Xxxxxx Brothers and LCPI the Participating Institutions and (iv) the hosting, with Xxxxxx Brothersthe Participating Institutions, of one or more meetings of prospective Lenders, Senior Lenders and, in connection with any such Senior Lender meetingmeetings, your consultation consulting with Xxxxxx Brothers and LCPI the Participating Institutions with respect to the presentations to be made at such meetingmeetings, and your making available appropriate officers and representatives to rehearse such presentations prior to such meetings, as reasonably requested by Xxxxxx Brothers and LCPIthe Participating Institutions. You also agree that, at your expense, you will work with Xxxxxx Brothers and LCPI the Participating Institutions to procure a rating for the Credit Facilities and/or the Interim Loans by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Group.