Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Administrative Borrower, which consent of Borrowers Administrative Borrower shall not be unreasonably withheld, delayed delayed, or conditioned, conditioned and shall not be required (1) if an Event of Default has occurred and is continuing, continuing or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) ; provided that Administrative Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 5 Business Days after having received notice thereof, and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 and integral multiples of $1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that (A) no Term Loan Lender shall make any such assignment if such assignment would result in more than four (4) Term Loan Lenders existing at any one time under this Agreement, unless prior to or in connection with such assignment, one or more of the Revolving Lenders shall have exercised their Term Loan purchase rights under Section 2.15 and (B) Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With (i) the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1A) if a Default or an Event of Default has occurred and is continuing, or (2B) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a LenderLender (provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and Agent (ii) the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as in each case such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or neither Borrower nor any Affiliate of a Loan Party Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which whom is an Affiliate of each other, other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iI) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (iiII) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b14.1(b), and (iiiIII) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,5005,000.

Assignments and Participations. (a) With The Lenders will be permitted to assign loans and commitments under the prior written CPLV Mezz Facility with the consent of Borrowers the Borrower (not to be unreasonably withheld or delayed, but which consent under the CPLV Mezz Facility shall be deemed granted if the Borrower fails to respond to a request for consent by a Lender within ten business days of Borrowers shall not be unreasonably withheldsuch request being made); provided, delayed or conditioned, and that such consent of the Borrower shall not be required (1i) if such assignment is made, in the case of the CPLV Mezz Facility, to another Lender under the CPLV Mezz Facility or an Event affiliate or approved fund of Default has occurred a Lender under the Term Facility or (ii) after the occurrence and is continuingduring the continuance of an event of default relating to payment default or bankruptcy. All assignments will also require the consent of the Agent (subject to exceptions consistent with the Documentation Precedent) not to be unreasonably withheld or delayed. Each assignment, in the case of the CPLV Mezz Facility, will be in an amount of an integral multiple of $1,000,000. The Agent will receive a processing and recordation fee of $3,500, payable by the assignor and/or the assignee, with each assignment. Assignments will be by novation. The Lenders will be permitted to sell participations in loans subject to the restrictions set forth herein and consistent with the Documentation Precedent. Voting rights of participants shall (i) be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, interest or fees payable to such participant, (c) extensions of final maturity or scheduled amortization of the loans or commitments in which such participant participates and (d) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral and (2ii) in connection with an assignment for clarification purposes, not include the right to a Person thatvote on waivers of defaults or events of default. Notwithstanding the foregoing, immediately assignments (and, to the extent such list is made available to all Lenders, participations) shall not be permitted to ineligible institutions identified to the Agent on or prior to such assignmentthe Closing Date and, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which with the consent of the Agent, thereafter; provided that the Agent shall not be unreasonably withheld, delayed held liable or conditioned, and responsible for any monitoring or enforcing of the foregoing. Assignments shall not be deemed non-pro rata payments. Non-pro rata prepayments will be permitted to the extent required in connection to permit “extension” transactions and “replacement” facility transactions (with an assignment existing and/or new Lenders), subject to a Person that, immediately prior customary restrictions consistent with the Documentation Precedent. Assignments to such assignment, is a Lender or an Affiliate the Sponsors and their respective affiliates (other than individualsthe Borrower and its subsidiaries) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “AssigneeAffiliated Lender”; provided, however, that no Loan Party or Affiliate of a Loan Party ) shall be permitted subject to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection customary restrictions consistent with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500Documentation Precedent.

Assignments and Participations. (a) With Each Lender may and, if demanded by the prior written consent of Borrowers (which consent following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least 5 Business Days' notice to such Lender and the Administrative Agent, will assign to one or more banks or other financial institutions all or a portion of Borrowers its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement (1other than any right to make Competitive Bid Advances and Competitive Bid Advances owing to it), (ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person bank or other financial institution that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) 's rights and Agent obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $5,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender), any Lender may assign and delegate demand by the Borrowers pursuant to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party this Section 9.07(a) shall be permitted to become arranged by the Borrowers after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to this Section 9.07(a) unless and until such Lender hereunder and under shall have received one or more payments from either a Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the other Loan Documents, in a minimum aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts accrued or payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $10,000,000 (except 3,500. Upon such minimum amount shall not apply to execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, extent that rights and obligations hereunder have been given assigned by it pursuant to Borrowers such Assignment and Agent by such Lender Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan DocumentsDocuments (including, in without limitation, all or a minimum amount portion of $10,000,000 its Commitment, the Advances owing to it and the Note or Notes (except such minimum amount shall not apply to (xif any) an assignment or delegation held by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000it); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice each such assignment shall be of such assignment, together with payment instructions, addressesa constant, and related information with respect to not a varying, percentage of all of the Assignee, have been given to Borrowers assigning Lender’s rights and Agent by such Lender and obligations under the AssigneeLoan Documents, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of its receipt the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in accordance with Section 13.1(bthe case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (which may not be unreasonably withheld or delayed), and (iiiiv) unless waived by the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment 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 anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500from its obligations hereunder.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations of such Lender hereunder and under the other Loan DocumentsDocuments (including, in without limitation, all or a minimum amount portion of $10,000,000 its Commitment, the Advances owing to it and the Note or Notes (except such minimum amount shall not apply to (xif any) an assignment or delegation held by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000it); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice each such assignment shall be of such assignment, together with payment instructions, addressesa constant, and related information with respect to not a varying, percentage of all of the Assignee, have been given to Borrowers assigning Lender's rights and Agent by such Lender and obligations under the AssigneeLoan Documents, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of its receipt the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in accordance with Section 13.1(bthe case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed), and (iiiiv) unless waived by the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment 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 anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500from its obligations hereunder.

Assignments and Participations. (a) With Each Lender may assign all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment (if still in existence) and the prior written Advances at the time owing to it and the Note or Notes held by it) to one or more assignees (other than (x) the Borrower, any 144 Subsidiary or any of their respective Affiliates and (y) any natural Person); provided, however, that (i) (x) the Administrative Agent (and, regardless of the identity of the assignee, each Issuing Bank) must consent of Borrowers to such assignment in writing (which consent of Borrowers shall may not be unreasonably withheldwithheld or delayed), delayed except in the case of an assignment by a Lender to an Affiliate of such Lender, to another Lender or conditionedto a Related Fund of a Lender, and shall (y) the Borrower must consent to such assignment in writing (which may not be required (1unreasonably withheld or delayed) if an at any time when no Default or Event of Default has occurred is continuing hereunder, except in the case of an assignment by a Lender to an Affiliate of such Lender, to another Lender or to a Related Fund of a Lender, (ii) each such assignment shall be of a uniform, and is continuingnot a varying, percentage of all rights and obligations under and in respect of the Revolving Credit Facility or the Last Out Term Facility, (2iii) except in connection with the case of an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of was a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a Related Fund of any Lender or an assignment which will result in a group of new LendersLenders which are managed by the same Person holding a Commitment or an Advance (as the case may be) of not less than $1,000,000 or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of which is the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or integral multiples of $200,000 in excess thereof), (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of each othersuch Lender, to the extent a processing and recordation fee of $3,500, provided that the aggregate amount to only one such fee shall be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender payable in connection with the interest so assigned simultaneous assignments by or to an Assignee until (i) written notice of such assignment, together with payment instructions, addressestwo or more Related Funds, and related information with respect to (iv) for the Assignee, have been given to Borrowers and Agent by such Lender and the Assigneeavoidance of doubt, (iiA) such Lender any assignment of Advances that are Last Out Term Advances shall continue to be Last Out Term Advances and its Assignee have delivered to Borrowers and Agent an (B) the related Assignment and Acceptance and Agent has notified shall expressly provide that the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500Advances so assigned are Last Out Term Advances.

Assignments and Participations. (a) With Each Lender may, with the prior written consent of Borrowers the Agent (which consent of Borrowers shall not to be unreasonably withheld, delayed withheld or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2delayed) in connection with the case of an assignment to a Person thatwho is not a Lender, immediately prior to such assignment, is an Affiliate of a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection Approved Fund with an assignment respect to a Person thatLender and, immediately prior if demanded, by the Company so long as no Default shall have occurred and be continuing and only with respect to any Affected Lender, upon at least five Business Days’ notice to such assignmentLender and the Agent, is a Lender or an Affiliate (other than individuals) of a Lender)shall, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Obligations, the Commitments Loans of a Class owing to it and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment Note or delegation Notes held by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000it); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice except in the case of such assignmentan assignment to a Lender, together with payment instructions, addresses, and related information an Affiliate of a Lender or an Approved Fund with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the Assigneeamount of the Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than (x) $1,000,000 or an integral multiple of $1,000,000 in excess thereof or (y) the remaining Commitment of the assigning Lender, have been given to Borrowers and Agent by such Lender in each case, unless the Company and the AssigneeAgent otherwise agrees, (ii) each such assignment shall be to an Eligible Assignee, (iii) each such assignment made as a result of a demand by the Company pursuant to this Section 9.08(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.08(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (v) unless waived by the Agent in its Assignee have delivered sole discretion, the parties to Borrowers each such assignment shall execute and Agent deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance (and the assignee, if it is not a Lender, shall deliver to the Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(ban Administrative Questionnaire), together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (iiiy) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount case of $3,500.each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.09, 2.12 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or and (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) Lender and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided, however, provided that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may, in the prior written consent ordinary course of Borrowers (which consent of Borrowers shall not be unreasonably withheldits commercial banking or finance business and in accordance with applicable law, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), at any Lender may assign and delegate time sell to one or more assignees so long as such prospective assignee is an Eligible Transferee banks or other financial institutions (each, an “AssigneeParticipants”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) participating interests in all or any a portion of the Obligations, the Commitments and the other its rights and obligations under this Agreement or any other Loan Document (including all or a part of its Revolving Credit Advances, its Letter of Credit Obligations, its Revolving Credit Commitment and its Revolving Credit Note). In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender hereunder shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such obligations for all purposes under this Agreement and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Borrower and Agent may shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest so assigned in amounts owing under this Agreement to an Assignee until the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 1.12(b) as fully as if it were a Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of Sections 1.17, 1.19 and 1.20 with respect to its participation in the Revolving Credit Commitments and the Revolving Credit Loan outstanding from time to time as if it was a Lender; provided that, in the case of Section 1.17, such Participant shall have complied with the requirements of said Section; and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Notwithstanding anything to the contrary contained herein, no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would (i) written notice extend the final maturity date for payment of any of the Obligations in which such assignment, together with payment instructions, addresses, and related information with respect Participant is participating; (ii) reduce the interest rate or the amount of principal or Fees applicable to the AssigneeRevolving Credit Advances in which such Participant is participating; or (iii) release all or substantially all of the Collateral, have been given except as expressly provided herein. In those cases in which a Lender grants rights to Borrowers and Agent its Participants to approve any amendment to or waiver of this Agreement or the other Loan Documents respecting the matters described in the foregoing clauses (i) through (iii), the relevant participation agreements shall provide for a voting mechanism whereby a majority of the amount of the participating Lender’s portion of the Obligations (irrespective of whether held by such Lender and or such Participant) shall control the Assignee, (ii) vote for all of such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified Lender’s portion of the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500Revolving Credit Loan.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided) all, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)5,000,000; provided, however, that Borrowers (w) a Lender may not assign all or any portion of the Obligations or the Commitments to Borrower, any Permitted Holder or any Affiliate thereof, (x) the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender, (y) so long as no Event of Default has occurred and is continuing, the prior written consent of Borrower (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender and (z) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)Acceptance, and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee Assignees (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted other than to become an Assigneeany Disqualified Institution) all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Term Loans, the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than (x) in the case of Revolving Credit Outstandings and Revolving Credit Commitments, $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of Term Loans, $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of a Lender (other than any Disqualified Institution), (iii) if such Eligible Assignee is not, prior to the date of such assignment, together with payment instructionsa Lender or an Affiliate or Approved Fund of a Lender (other than any Disqualified Institution), addressessuch assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed) and (iv) if such Eligible Assignee is not, and related information prior to the date of such assignment, a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender, any such assignment with respect to Revolving Credit Outstandings and Revolving Credit Commitments shall be subject to the Assigneeprior consent of each Issuer and Swing Lender; provided, however that the Borrower shall be deemed to have been given consented to Borrowers any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default under Section 9.1(a), (b) or (f) (Events of Default) shall have occurred and Agent by be continuing and (v) no Revolving Credit Commitments or Revolving Loans may be assigned to any Affiliated Lender. Any such Lender assignment need not be ratable as among the Term Loan Facility and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500Revolving Credit Facility.

Assignments and Participations. (a) With Each Lender may, upon ten days’ notice to the Agent and with the prior written consent of Borrowers the Company (which consent of Borrowers shall not be unreasonably withheldwithheld or delayed) and, delayed if demanded by the Company pursuant to Section 2.05 (b) or conditioned2.06(b), upon at least 20 Business Days’ notice to such Lender and the Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) affiliate of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to a Person that, immediately prior each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000, is (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a Lender or an Affiliate (other than individuals) result of a Lender), any Lender may assign and delegate demand by the Company pursuant to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party this Section 8.07(a) shall be permitted to become arranged by the Company after consultation with the Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 8.07(a) unless and until such Lender hereunder and under shall have received one or more payments from either the other Loan Documents, Company or one or more Eligible Assignees in a minimum an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined in clause (d) below), an Assignment and Assumption, together with any Revolving Credit Note requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $10,000,000 3,500, and (except vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such minimum amount shall not apply to execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the aggregate amount rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be assigned to all such new Lenders is at least $10,000,000a party hereto); providedprovided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, howeverany Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers and Agent may continue pursuant to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until Section 2.01, provided that (i) written notice nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such assignmentAdvance, together with payment instructions, addressesthe Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender Company and its Assignee have delivered Subsidiaries to Borrowers and Agent an Assignment and Acceptance and Agent has notified any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the assigning Lender consent of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, any SPV at the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500time holding Advances under this Agreement.

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (Agent, which consent of Borrowers Agent shall not be unreasonably withheld, delayed delayed, or conditioned, and so long as no Event of Default exists, with the prior written consent of Borrower, which consent of Borrower shall not be required (1) if an Event of Default has occurred and is continuingunreasonably withheld, delayed, or conditioned (2) provided that no written consent of Agent or Borrower shall be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Each Lender may, with the prior written consent of Borrowers the Borrower, each LC Issuer and the Administrative Agent (which consent of Borrowers consents shall not be unreasonably withheldwithheld or delayed), delayed and if demanded by the Borrower pursuant to Section 8.07(g) shall to the extent required by such Section, assign to one or conditionedmore banks or other entities (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000 or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and shall not be required (1) payable if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, the assignee is a Lender or an Affiliate Federal Reserve Bank), (other than individualsv) of a Lender) and Agent (which the consent of Agent shall not be unreasonably withheld, delayed or conditioned, and the Borrower shall not be required in connection with an assignment to a Person thatafter the occurrence and during the continuance of any Event of Default, immediately prior to such assignment, is a Lender or an Affiliate and (other than individualsvi) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party the Borrower shall be permitted deemed to become an Assigneehave consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) all or any portion of Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the Obligationseffective date specified in each Assignment and Assumption, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the aggregate amount rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may a party hereto (although an assigning Lender shall continue to deal solely be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information Administrative Agent shall not be required with respect to the Assignee, have been given any assignment by any Lender to Borrowers and Agent by an Affiliate of such Lender or to another Lender or to an Approved Fund, and (B) any Lender may at any time, without the Assigneeconsent of the Borrower, (ii) such Lender any LC Issuer or the Administrative Agent, and its Assignee without any requirement to have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender Assumption executed, assign all or any part of its receipt thereof in accordance with rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 13.1(b8.07(a), the terms “Approved Fund” and (iii) unless waived by Agent, “Ineligible Institution” have the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.following meanings:

Assignments and Participations. (a) With the prior written consent of Borrowers Borrower (which consent of Borrowers Borrower shall not be unreasonably withheld, delayed (x) required if (i) a Payment Default or conditioned, an Insolvency Default has occurred and shall not be required is continuing or (1ii) if an any other Event of Default has occurred and is continuinghas been continuing for a period of at least 30 days, or (2y) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be with respect to Direct Competitors, unreasonably withheld, delayed conditioned or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lenderdelayed), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided) that are Eligible Transferees all, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except such minimum or the remaining amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender Lender’s Revolver Commitment or (y) a group amount of new LendersLoans, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000if less); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance Acceptance, fully executed and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)delivered by each party thereto, and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the consent of Borrower shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.

Assignments and Participations. (a) With Any Lender may, with the written consent of Agent and Borrower (provided that (i) no written consent of Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee, (ii) no written consent of Borrower shall be required in connection with any assignment or delegation if an Event of Default shall have occurred and be continuing, and (iii) no assignment and delegation shall be made, without the prior written consent of Borrowers Borrower, to any Person that is organized in or under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof or is otherwise not a United States person as defined in the IRC (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1a "Foreign Person") if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior payments to such assignment, is a Lender Person would require Borrower to pay any Taxes or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment any additional amounts pursuant to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a LenderSection 16.11(e)), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (each an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)5,000,000; provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender.

Assignments and Participations. (a) With Each Lender may and, if demanded by the prior written consent Borrower pursuant to Section 2.22(b) upon at least five Business Days’ notice to such Lender and the Agent, will assign to one or more Persons all or a portion of Borrowers its rights and obligations under this Agreement (which consent including, without limitation, all or a portion of Borrowers its Commitment, the Advances owing to it, its interest in any outstanding Letters of Credit and Swing Line Advances and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) ’s rights and Agent obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Assumption with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $5,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender)demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender may assign and delegate to shall have received one or more assignees so long as payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such prospective assignee is an Eligible Transferee Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (eachvi) the Swing Line Commitment and all outstanding Swing Line Advances may only be assigned in their entirety to a Lender then having a Commitment, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an “Assignee”; Assignment and Assumption, together with any Revolving Credit Note or Swing Line Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that no Loan Party or Affiliate in the case of each assignment made as a result of a Loan Party demand by the Borrower, such recordation fee shall be permitted to become payable by the Borrower except that no such recordation fee shall be payable in the case of an Assignee) all or any portion assignment made at the request of the ObligationsBorrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the Commitments effective date specified in each Assignment and the other rights and obligations of such Lender hereunder and under the other Loan DocumentsAssumption, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Assumption, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Assumption, relinquish its rights (other than its rights under Sections 2.12, 2.15 and 8.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior to such assignment) and be released from its obligations under this Agreement (and, together with payment instructions, addresses, and related information with respect to in the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may, in the prior written consent ordinary course of Borrowers (which consent of Borrowers shall not be unreasonably withheldits commercial banking or finance business and in accordance with applicable law, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), at any Lender may assign and delegate time sell to one or more assignees so long as such prospective assignee is an Eligible Transferee banks or other financial institutions (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee"PARTICIPANTS") participating interests in all or any a portion of the Obligations, the Commitments and the other its rights and obligations under this Agreement or any other Loan Document (including all or a part of its Revolving Credit Advances, its Letter of Credit Obligations, its Revolving Credit Commitment and its Revolving Credit Note). In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender hereunder shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such obligations for all purposes under this Agreement and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Borrower and Agent may shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest so assigned in amounts owing under this Agreement to an Assignee until the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, PROVIDED that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in SECTION 1.12(b) as fully as if it were a Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of SECTIONS 1.17, 1.19 and 1.20 with respect to its participation in the Revolving Credit Commitments and the Revolving Credit Loan outstanding from time to time as if it was a Lender; PROVIDED that, in the case of SECTION 1.17, such Participant shall have complied with the requirements of said Section; and PROVIDED, FURTHER, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Notwithstanding anything to the contrary contained herein, no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would (i) written notice extend the final maturity date for payment of any of the Obligations in which such assignment, together with payment instructions, addresses, and related information with respect Participant is participating; (ii) reduce the interest rate or the amount of principal or Fees applicable to the AssigneeRevolving Credit Advances in which such Participant is participating; or (iii) release all or substantially all of the Collateral, have been given except as expressly provided herein. In those cases in which a Lender grants rights to Borrowers and Agent its Participants to approve any amendment to or waiver of this Agreement or the other Loan Documents respecting the matters described in the foregoing clauses (i) through (iii), the relevant participation agreements shall provide for a voting mechanism whereby a majority of the amount of the participating Lender's portion of the Obligations (irrespective of whether held by such Lender and or such Participant) shall control the Assignee, (ii) vote for all of such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified Lender's portion of the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500Revolving Credit Loan.

Assignments and Participations. (a) With Each Lender may with the prior written consent of Borrowers the Administrative Agent and the Borrower and, if demanded by the Borrower (which consent of Borrowers shall not be unreasonably withheld, delayed following a demand by such Lender pursuant to Section 2.10 or conditioned, 2.13 and shall not be required (1) if an Event of so long as no Default has occurred and is continuing) upon at least five Business Days' notice to such Lender and the Administrative Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (2including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in connection with the case of an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) 's rights and Agent obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $10,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender), any Lender may assign and delegate demand by the Borrower pursuant to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party this Section 8.07(a) shall be permitted to become arranged by the Borrower after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender hereunder and under shall have received one or more payments from either the other Loan Documents, Borrower or one or more Eligible Assignees in a minimum an aggregate amount at least equal to the aggregate outstanding principal amount of the Revolving Credit Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $10,000,000 (except 3,500. Upon such minimum amount shall not apply to execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, extent that rights and obligations hereunder have been given assigned by it pursuant to Borrowers such Assignment and Agent by such Lender Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Subject to Section 10.31(a)(ii) below, at the assignor Lender’s sole cost and provided that the economic and other terms of the Loan shall remain the same for Borrower and Guarantor, with the prior written consent of Borrowers (Agent, which consent of Borrowers shall not to be unreasonably withheld, delayed conditioned or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender)delayed, any Lender may at any time assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee Qualified Lenders (each, each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Ratable Share of the Loan at the time owing to it) and the other Obligations held by such Lender hereunder; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to Borrowers Borrower and Agent by such Lender and the AssigneeAssignee and such assignment shall have been recorded in the Register in accordance with Section 10.31(a)(ii), (ii) such Lender and its Assignee shall have delivered to Borrowers Borrower and Agent an assignment and acceptance agreement in the form attached hereto as Schedule XIV (or such other form as may be modified by Agent, an “Assignment and Acceptance Acceptance”) with such changes thereto as are reasonably acceptable to Agent with respect to such assignment, sale, negotiation, pledge, hypothecation or other transfer and Agent has notified the assigning Lender of its receipt thereof are in accordance compliance with this Section 13.1(b)10.31, and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to the Agent for Agent’s separate account a processing fee in the amount of Three Thousand Five Hundred and No/100 Dollars ($3,500.3,500.00). Notwithstanding the foregoing, no written consent of Agent shall be required (i) in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate or (ii) in connection with any Securitization. During the continuance of an Event of Default any Lender may assign and delegate to any Person, regardless of whether such Person is a Qualified Lender. Any assignment and delegation pursuant to this Section 10.31(a)(i) shall be at Lender’s sole cost and shall not subject Borrower or Guarantor to any cost or increased liability under the terms of the Loan Documents. For so long as German American Capital Corporation is a Lender under the Loan, DB, or an Affiliate thereof shall continue to act as Agent. Nothing contained in this Section 10.31(a) shall be deemed to restrict a Lender’s right to sell a participation of up to 100% of its interest; provided, however, that a participation of 100% of German American Capital Corporation’s interest in the Loan shall not relieve DB or its Affiliates, of its obligation to remain Agent hereunder. 136

Assignments and Participations. (a) With Each Lender may (i) with notice to the prior written Company and to the Administrative Agent, assign to any other Lender, any Affiliate of a Lender or any Approved Fund all or a portion of its rights and obligations under this Agreement, and (ii) with the consent of Borrowers the Administrative Agent and the Company (which such consent of Borrowers shall not to be unreasonably withheldwithheld or delayed and, delayed or conditionedin the case of the Company, (x) the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice of such proposed assignment and (y) such consent shall not be required (1) if a Default or an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an other Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder its Commitment and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply Advances owing to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000it); provided, however, that Borrowers (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Agent may continue the Advances at the time owing to deal solely and directly it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with such respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender in connection with the interest so assigned subject to an Assignee until (i) written notice of each such assignment, together determined as of the date the Assignment and Assumption with payment instructionsrespect to such assignment is delivered to the Administrative Agent or, addressesif “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and related information is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Assignee, have been given to Borrowers and Agent by such Lender and Advances or the AssigneeCommitment assigned, (iiC) the parties to each such Lender assignment shall execute and deliver to the Administrative Agent, for its Assignee have delivered to Borrowers acceptance and Agent recording in the Register, an Assignment and Acceptance and Agent has notified Assumption substantially in the assigning Lender form of its receipt thereof in accordance with Section 13.1(b), Exhibit C hereto and (iiiC) unless waived by Agent, such parties shall also deliver to the assigning Lender or Assignee has paid to Administrative Agent for Agent’s separate account a processing and recordation fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, however, no such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person, who upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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) but shall continue to be entitled to the benefits of Sections 2.12, and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required (1i) if an Event of Default has occurred and is continuing, or (2ii) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender Lender, a Related Fund, or an Affiliate (other than individuals) of a Lender, or (iii) in connection with assignments of all or any portion of the Term Loan), and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided, however, provided that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $10,000,000 1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0001,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (iiB) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iiiC) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the prior written consent Loans (including for purposes of Borrowers this clause (a), participations in L/C Obligations and in Swing Loans) at the time owing to it; provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which consent for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of Borrowers the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be unreasonably withheldless than $5,000,000 unless each of Administrative Agent and, delayed or conditioned, and shall not be required (1) if an so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (2ii) in connection with each partial assignment shall be made as an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and Agent the Swing Line Lender (which consent of Agent shall will not be unreasonably withheld, delayed withheld or conditioned, and shall not be required in connection with an assignment to a delayed) unless the Person that, immediately prior to such assignment, that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Affiliate Eligible Assignee); and (other than individualsiv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (b) of a Lender)this Section, any Lender may assign from and delegate to one or more assignees so long as such prospective assignee is an after the effective date specified in each Assignment and Assumption, the Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party Assignee thereunder shall be permitted a party to become an Assignee) all or any portion this Agreement and, to the extent of the Obligationsinterest assigned by such Assignment and Assumption, have the Commitments and the other rights and obligations of such a Lender hereunder under this Agreement, and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any assigning Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each otherthereunder shall, to the extent that of the aggregate amount interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may a party hereto but shall continue to deal solely be entitled to the benefits of Sections 3.1, 3.3, 3.4, 11.3 and directly 11.4 with such Lender in connection with respect to facts and circumstances occurring prior to the interest so assigned to an Assignee until (i) written notice effective date of such assignment). Upon request, together with payment instructions, addresses, Borrower (at its expense) shall execute and related information with respect deliver a Note to the Assigneeassignee Lender and, have been given to Borrowers and Agent by in such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agentevent, the assigning Lender shall return the original Note for cancellation and, if the assignment is for a portion of the assigning Lender's Commitment, replacement by a new Note issued by Borrower and evidencing the assigning Lender's reduced Commitment. Any assignment or Assignee has paid to Agent transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for Agent’s separate account purposes of this Agreement as a processing fee sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section. Notwithstanding the amount foregoing, assignment of $3,500the obligations of the L/C Issuer after the resignation of BankAmerica as L/C Issuer, or any other successor thereafter acting as L/C Issuer, shall be governed by Section 11.5(e) hereof.

Assignments and Participations. (a) With Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior written consent of Borrowers the Administrative Agent, the Issuer and the Swing Loan Lender (which consent of Borrowers consent, in each case, shall not be unreasonably withheldwithheld or delayed), delayed (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or conditionedan integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be required unreasonably withheld or delayed) and (B) in the case of (1) if an assignment with respect to the Revolving Credit Facility or (2) an assignment that causes any Person (other than Credit Suisse or an Affiliate of Credit Suisse), together with any Affiliates of such Person, to hold in excess of 35% of the principal amount of the Obligations, or such assignment is to a Person holding in excess of 35% of the principal amount of the Obligations, in each case, so long as no Default or Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately the prior to such assignment, is a Lender or an Affiliate (other than individuals) consent of a Lender) and Agent the Borrower (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, conditioned and which consent shall be deemed to be granted if no response is received from the Borrower within five (5) Business Days following a request for such consent). Any such assignment need not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long ratable as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no among the Term Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments Facilities and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500Revolving Credit Facility.

Assignments and Participations. (a) With This Agreement shall be binding upon and inure to the benefit of the Company, the Bank and the Lenders and their respective successors and assigns, except that the Company may not assign any of its rights hereunder without the prior written consent of Borrowers (which consent all of Borrowers shall not be unreasonably withheld, delayed or conditionedthe Lenders, and any purported assignment by the Company without such consent shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any void. Any Lender may assign and delegate at any time grant to one or more assignees so long as banks or other institutions (each a "Participant") participating interests in its Commitment or any or all of its Loans. In the event of any such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate grant by a Lender of a Loan Party shall be permitted participating interest to become an Assignee) all a Participant, whether or any portion of not upon notice to the Obligations, the Commitments Company and the other rights and obligations of Bank, such Lender hereunder shall remain responsible for the performance of its obligations hereunder, and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount Company and the Bank shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the interest so assigned sole right and responsibility to an Assignee until enforce the obligations of the Company hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) written notice through (iv), inclusive, of such assignment, together with payment instructions, addresses, and related information Section 11.06 without the consent of the Participant. The Company agrees that each Participant shall be entitled to the benefits of Section 4.05 with respect to its participating interest; provided that all amounts payable to a Lender for the account of a Participant under Section 4.05 shall be determined as if such Lender had not granted such participation to the Participant. An assignment or other transfer which is not permitted by subsection (c) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). Any Lender may at any time assign to one or more banks or other institutions (each an "Assignee") all, have been given or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to Borrowers an instrument substantially in the form of Exhibit E (an "Assignment and Agent Acceptance") executed by such Lender Assignee and such transferor Lender, with (and subject to) the prior consent of the Company (whose consent shall not be unreasonably withheld) and the AssigneeBank (whose consent may be granted or withheld in its absolute discretion) provided that (i) any such transfer or assignment shall be with respect to at least $5,000,000 of the transferring Lender's Commitment and Loans (or if less, such Lender's entire Commitment and Loans) and (ii) the foregoing requirement relating to the Company's consent shall not be applicable in the case of, and this subsection (c) shall not restrict, an assignment or other transfer by any Lender to an affiliate of such Lender or to a Federal Reserve Bank or during the continuance of an Event of Default. Upon execution and its Assignee have delivered to Borrowers and Agent an delivery of such Assignment and Acceptance and Agent has notified the assigning payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an assignment fee of $3,500 to the Bank, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Acceptance, and the transferring Lender shall be released from its receipt thereof in accordance with Section 13.1(bobligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), and (iii) unless waived by Agentthe transferring Lender, the assigning Lender or Assignee has paid Bank and the Company shall make appropriate arrangements so that, if required, a new Note is issued to Agent for Agent’s separate account a processing fee in the amount of $3,500Assignee.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a LenderLender (provided, that, in each case, Borrower shall be deemed to have consented to a proposed assignment unless Borrower objects thereto by written notice to Agent within 5 Business Days after having received notice thereof) and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “"Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee") all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers (i) no assignment may be made to a natural person, (ii) no assignment may be made to a Loan Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor and (iii) no assignment of Advances or Revolver Commitments may be made to a Person that cannot (directly or through an Applicable Designee) lend to Borrower in Dollars, Canadian Dollars, Euros and Sterling; provided, further, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,500, and (iv) any assignment of any portion of a Lender's Revolver Commitment shall be accompanied by proportionate assignment of such Lender's US Advances, of such Lender's Canadian Dollar Advances, of such Lender's Euro Advances and of such Lender's Sterling Advances.

Assignments and Participations. (a) With the prior written consent of Borrowers Except as set forth in this clause (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lendera), no Lender may assign or delegate all or any part of the Obligations, the Revolver Commitments or the other rights and obligations of such Lender hereunder and under the other Loan Documents. Any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee Transferees (each, each an “Assignee”; provided) all, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)5,000,000; provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender. Notwithstanding anything to the contrary in this Agreement, so long as no Event of Default shall have occurred and be continuing, a Lender that intends to make an assignment pursuant to this clause (a) (other than to another existing Lender) hereby agrees to give prior written notice to Borrower of its intention to do so and Borrower shall have three (3) Business Days after receipt of such Lender’s written notice to object to the proposed Eligible Transferee by written notice to such Lender. If Borrower does not deliver such objection, it shall be deemed not to have an objection, and such Lender shall have the right to proceed with such assignment on the terms otherwise set forth in this clause (a). If Borrower timely delivers its objection as set forth above, Borrower shall have forty-five (45) calendar days to find an Eligible Transferee that meets the criteria set forth in the definition of Eligible Transferee and that is reasonably acceptable to such Lender and that accepts in writing such Lender’s offer of assignment. If within such forty-five day period, Borrower fails to find such Eligible Transferee as provided above, or Lender does not accept such Eligible Transferee or such Eligible Transferee does not accept such Lender’s offer of assignment in writing, then such Lender shall be free to make the assignment to its original Eligible Transferee (on the terms otherwise set forth in this clause (a)) without having to obtain Borrower’s consent and without further delay, and Borrower shall not have a right to object thereto.

Assignments and Participations. (a) With Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loans, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldAdministrative Agent, delayed or conditionedand, and shall not be required (1) if an so long as no Event of Default has occurred and is continuing, or Borrower (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) all of a Lender) and Agent (which consent of Agent consents shall not be unreasonably withheld, withheld or delayed or conditioned, and shall not be required in connection with for an assignment to a Person that, immediately prior to such assignment, is by a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree, any Lender or (y) such assignment shall be in a group of new Lenders, each of which is an Affiliate of each other, to the extent that the minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be assigned entitled to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (ian “Assignment Agreement”) written notice executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment, together with payment instructions, addresses, and related information with respect assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee, have been given Assignee than Borrower is then obligated to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered pay to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender under such Sections (and if any assignment is made in violation of its receipt thereof the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 13.1(b)12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, (x) no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or an Affiliate of a Lender and (iiiy) unless waived by Agent, the assigning consent of each Issuing Lender (such consent not to be unreasonably withheld or Assignee has paid delayed) shall be required for any assignment that increases the obligation of the assignee to Agent for Agent’s separate account a processing fee participate in the amount exposure under one or more Letters of $3,500Credit (whether or not then outstanding).

Assignments and Participations. (a) With Each Bank may, upon obtaining the prior written consent of Borrowers the Agent and each Issuing Bank (which consent of Borrowers by any such party shall not be unreasonably withheldwithheld or delayed), delayed assign to one or conditionedmore banks or other entities all or a portion of its rights and obligations under this Agreement and, on a percentage basis equal to the percentage of the Commitment being assigned, under any Local Currency Addendum (including, without limitation, all or a portion of its Commitment, any Local Currency Commitment, the Advances owing to it and the Letter of Credit Participations and Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations so assigned, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall not be less than $10,000,000 and shall be an integral multiple of $1,000,000 unless the Company and the Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and in the case of an assignment of rights and obligations under a Local Currency Addendum, each such assignment shall be to an entity that qualifies as an Eligible Local Currency Bank under the terms of such Local Currency Addendum, (iv) the parties to each such assignment shall (A) execute and deliver to the Agent for its acceptance and recording in the Register, an Assignment and Acceptance (and such other document or documents as may be required by any applicable Local Currency Addendum) and (1B) deliver to the Agent a processing and recordation fee of $3,000, except in the case of an assignment by a Bank to an Affiliate; and (v) if an no Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately the prior to such assignment, is a Lender or an Affiliate (other than individuals) written consent of a Lender) and Agent the Company (which consent of Agent shall not be unreasonably withheld, delayed withheld or conditioned, and delayed) shall not be required in connection with for an assignment by a Bank to an assignee which is not a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender Bank or an Affiliate of a Bank. 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 Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and to any Lender or (y) a group of new LendersLocal Currency Addendum, each of which is an Affiliate of each otherif applicable, and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Bank hereunder and under any such Local Currency Addendum and (y) the Bank assignor thereunder shall, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, extent that rights and obligations hereunder have been given assigned by it pursuant to Borrowers such Assignment and Agent by Acceptance, relinquish its rights and be released from its obligations under this Agreement and under any such Lender and Local Currency Addendum (and, in the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(bobligations under this Agreement, such Bank shall cease to be a party hereto and to any such Local Currency Addendum), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Term Loans, the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning a Lender or Assignee has paid an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent for Agent’s separate account a processing fee in the amount of $3,500.(which consent shall not be unreasonably withheld or delayed) and

Assignments and Participations. (a) With Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by BRW (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the prior written consent Administrative Agent, will assign to one or more Eligible Assignees all or a portion of Borrowers its rights and obligations under this Agreement (which consent including, without limitation, all or a portion of Borrowers its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a uniform, and shall not be required a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender, an Affiliate of any Lender or an Affiliate (other than individuals) Approved Fund of any Lender or an assignment of all of a Lender) ’s rights and Agent obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $1,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof (other than individualsor such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrowers) under each Facility for which a Commitment is being assigned; provided, that in the event of concurrent assignments to two or more Related Funds, all such concurrent assignments shall be aggregated in determining compliance with this requirement, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender)demand by the Borrowers pursuant to this Section 9.07(a) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to this Section 9.07(a) unless and until such Lender may assign and delegate to shall have received one or more assignees so long as payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such prospective assignee is an Eligible Transferee Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (eachvi) [intentionally omitted] and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an “Assignee”Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500; provided, however, that no Loan Party or Affiliate for each such assignment made as a result of a Loan Party demand by any Borrower pursuant to this Section 9.07(a), such Borrower shall pay to the Administrative Agent the applicable processing and recordation fee; provided further, that no such fee shall be permitted payable in the case of any assignment to become an Assignee) all or any portion of the Obligations, the Commitments a Related Fund; and the other rights and obligations of such Lender hereunder and under the other Loan Documentsprovided still further that, in the case of contemporaneous assignments by a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or more than one fund managed by the same investment advisor (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new funds are not then Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(bhereunder), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent only a single such fee shall be payable for Agent’s separate account a processing fee in the amount of $3,500such contemporaneous assignments.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldAgent, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or neither Borrower nor an Affiliate of a Loan Party Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,5003,500 (except such processing fee shall not be payable in connection with an assignment or delegation by any Lender to any of its Affiliates).

Assignments and Participations. (a) With Each Lender may, upon notice to the prior written consent of Borrowers (which consent of Borrowers shall and the Agent and with the consent, not to be unreasonably withheld, delayed or conditionedof the Agent, and shall not be required (1) if and, unless an Event of Default has occurred and is continuing, the Borrowers, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (2including all or a portion of its Commitment, the Advances and other amounts owing to it and any Note or Notes held by it); provided, however, that (i) no assignment may be made by an Extending Lender to a Non-Extending Lender unless such Non-Extending Lender shall agree to become an Extending Lender for purposes of the assigned rights and obligations pursuant to documentation acceptable to the Agent and the Borrowers; (ii) any assignment by a Non-Extending Lender to an Extending Lender shall, without further action, result in connection with the Commitments so assigned being extended to the Extended Termination Date and otherwise entitle such Lender to the rights and obligations of Commitments of Extending Lenders hereunder (including the applicable fee and interest rates), (iii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (iv) except in the case of an assignment to a Person that, immediately prior to such assignment, is was a Lender, an Affiliate of a Lender or an Affiliate Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, 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 such assignment) shall in no event be less than $10,000,000 (unless an Event of Default has occurred and is continuing, in which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the Borrowers and the Agent otherwise agree, (v) each such assignment shall be to an Eligible Assignee, (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and the parties to such assignment (other than individualsthe Borrowers and the Agent) shall deliver together therewith any Note subject to such assignment and a processing and recordation fee of $3,500 (except no such fee shall be payable for assignments to a Lender) and Agent (which consent , an Affiliate of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a LenderApproved Fund), and (vii) any Lender may may, without the approval of the Borrowers, but with notice to the Borrowers, assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any a portion of the Obligations, the Commitments and the other its rights and obligations to any of its Affiliates or to another Lender. Upon such Lender hereunder execution, delivery, acceptance and under recording, from and after the other Loan Documentseffective date specified in each Assignment and Acceptance, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 9.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior such assignment) and be released from its obligations under this Agreement (and, together with payment instructions, addresses, and related information with respect to in the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers Borrower (which consent of Borrowers Borrower (x) shall not be unreasonably withheld, delayed or conditioned, and (y) shall not be required (1) if an Event of Default has occurred and is continuing, continuing or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a LenderLender and (z) shall be deemed to have been given unless Borrower provides written notice by written notice to Agent of its objection to such proposed assignment within 5 Business Days after having received notice thereof), and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (xA) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Lender, (yB) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000, or (C) an assignment or delegation by any Lender of all of such Lender’s Obligations, Commitments and other rights and obligations hereunder and under the other Loan Documents); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (U.S. Administrative Borrower, which consent of Borrowers U.S. Administrative Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if a Default or an Event of Default has occurred and is continuing, or and (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) Lender and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 3,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a concurrent assignment to a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0003,000,000); provided, however, that the Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers U.S. Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers U.S. Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may, with the written consent of Agent and Borrower (provided that (i) no written consent of Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee, (ii) no written consent of Borrower shall be required in connection with any assignment or delegation if an Event of Default shall have occurred and be continuing, and (iii) no assignment and delegation shall be made, without the prior written consent of Borrowers Borrower, to any Person that is organized in or under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof or is otherwise not a United States person as defined in the IRC (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1a “Foreign Person”) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior payments to such assignment, is a Lender Person would require Borrower to pay any Taxes or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment any additional amounts pursuant to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a LenderSection 16.11(e)), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided) all, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)5,000,000; provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender.

Assignments and Participations. (a) With Each Lender may, with the prior written consent of Borrowers the Administrative Agent (which such consent not to be unreasonably withheld or delayed), and, if demanded by the Administrative Agent or the Borrower (w) pursuant to Section 8.01(b), (x) following the right of such Lender to a payment arising under Section 2.09 or 2.12, (y) following a notice given by such Lender pursuant to Section 2.10 or (z) if such Lender is a Defaulting Lender, in each case, upon at least ten Business Days’ notice to such Lender and the Administrative Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and Loans owing to it and any Notes held by it), provided that the Borrower may make a demand with respect to a Lender that has given notice pursuant to Section 2.10 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice; provided further that, any assignment (i) prior to the funding of the Loans on the Funding Date shall be to (A) a Lender or an Affiliate or Approved Fund of a Lender; provided that if any assignee under this subclause (A) (to the extent, in the case of an assignee that is a Lender, not approved by the Borrower in its sole discretion) becomes a Defaulting Lender or a Non-Funding Lender, the assignor shall remain responsible for the assigned Commitment in accordance with an Assignment and Assumption (the “Prefunding Backstop Requirement”) or (B) any Persons with the consent of Borrowers the Borrower (in its sole discretion); provided that all assignments by the Initial Lenders or Affiliates or Approved Funds thereof shall be subject to the Borrower’s consent in its sole discretion except that assignment by an Initial Lender to its Affiliate shall be permitted without consent of the Administrative Agent or the Borrower so long as such Initial Lender shall satisfy the Prefunding Backstop Requirement and (ii) after the funding of the Loans on the Funding Date, shall be to (A) a Lender or an Affiliate or Approved Fund of a Lender and (B) other Persons subject to the consent of the Borrower (not to be unreasonably withheld, delayed and such consent to be deemed to have been given if the Borrower shall not have provided a response within ten Business Days of a written request for consent) unless with respect to this clause (ii) an Event of Default under Section 6.01(a) or conditioned, Section 6.01(e) has occurred and is continuing in which case the consent of the Borrower shall not be required and provided further that, (1i) if an Event [Reserved], (ii) except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) assignment of all of a Lender)’s rights and obligations under this Agreement, any the Commitment of or the outstanding principal amount of the Loans owing to the assigning Lender may assign being assigned pursuant to each such assignment (determined as of the date of the Assignment and delegate Assumption with respect to one such assignment) shall in no event be less than $10,000,000 or more assignees so long as an integral multiple of $1,000,000 in excess thereof unless otherwise agreed by the Borrower and the Administrative Agent, (iii) each such prospective assignee is assignment shall be to an Eligible Transferee Assignee, (each, an “Assignee”; provided, however, that no Loan Party or Affiliate iv) each such assignment made as a result of a Loan Party demand by the Borrower shall be permitted to become arranged by the Borrower after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower unless and until such Lender hereunder shall have received one or more payments from the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal and all other amounts that have accrued and are payable to such Lender under this Agreement, (vi) the other Loan Documentsparties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption (it being understood that a Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption on the fifth Business Day following the demand of the Administrative Agent or the Borrower), together with a processing and recordation fee of $3,500 and any Notes subject to such assignment (provided that the Administrative Agent may, in a minimum amount its sole discretion, elect to waive such processing and recordation fee in the case of $10,000,000 any assignment) and (except such minimum amount vii) the assignee, if it shall not apply be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Subsidiaries or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Upon such execution (including deemed execution), delivery (including deemed delivery), acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Assumption, howeverhave (in addition to any such rights and obligations theretofore held by it) the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Assumption, relinquish its rights other than rights of indemnification under Section 8.04 or otherwise relating to a time prior to the interest so assigned to an Assignee until (i) written notice effective date of such assignmentAssignment and Assumption and, together with payment instructions, addresses, and related information except with respect to an applicable Prefunding Backstop Requirement, be released from its obligations under this Agreement (and, in the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers the Borrower (which consent of Borrowers the Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be (x) required if (1I) if an Event of Default has occurred and is continuing, continuing or (2II) in connection with the Assignee is a Lender, an assignment to a Person that, immediately prior to such assignment, is Affiliate of a Lender or an Affiliate Approved Fund, or (y) other than individuals) of a Lenderwith respect to Direct Competitors, unreasonably withheld, conditioned or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof) and the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld, delayed or conditioned, and shall not (x) be required in connection with if the Assignee is a Lender, an assignment to a Person that, immediately prior to such assignment, is Affiliate of a Lender or an Affiliate Approved Fund (other than individualsy) of a Lenderunreasonably withheld, conditioned or delayed), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided) that are Eligible Transferees all, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except such minimum or the remaining amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new LendersLender’s Loans, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000if less); provided, however, that Borrowers the Borrower, the Administrative Agent, and the Collateral Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information including any documentation required pursuant to Section 2.19(e), (f) and (g) with respect to the Assignee, have been given to Borrowers the Borrower, the Administrative Agent, and the Collateral Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers the Borrower, the Administrative Agent, and the Collateral Agent an Assignment and Acceptance Acceptance, fully executed and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)delivered by each party thereto, and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to the Administrative Agent for the Administrative Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee and the consent of the Borrower shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall provide a copy of the Register to the Collateral Agent at any time and from time to time upon request of the Collateral Agent and the Collateral Agent shall be entitled to rely on the same, and to treat each Person whose name is recorded in the Register most recently received by the Collateral Agent pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.

Assignments and Participations. (a) With the prior written consent of Borrowers (i) Agent, which consent of Borrowers Agent shall not be unreasonably withheld, delayed or conditionedconditioned and (ii) so long as no Default or Event of Default exists or is continuing, and Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned (provided that, Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 10 Business Days after it has received notice of the proposed assignment), and, in each case, consent shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; ” (provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an AssigneeAssignee except pursuant to Section 13.1(i)) all or any portion of the Obligations, the Commitments Obligations and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0001,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldAgent, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) that are Eligible Transferees all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Each Lender may and, if demanded by the prior written consent Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13 or upon such Lender becoming a Defaulting Lender) upon at least five Business Days’ notice to such Lender and the Agent, will assign to one or more Persons all or a portion of Borrowers its rights and obligations under this Agreement (which consent including, without limitation, all or a portion of Borrowers its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) ’s rights and Agent obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $10,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender)demand by the Borrower pursuant to this Section 8.06(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.06(a) unless and until such Lender may assign and delegate to shall have received one or more assignees so long as payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such prospective assignee is an Eligible Transferee Lender, together with accrued interest thereon to the date of payment of such principal amount and, subject to Section 2.19, all other amounts payable to such Lender under this Agreement, and (eachvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an “Assignee”; Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment (not including the Borrower), provided, however, that no Loan Party or Affiliate in the case of each assignment made as a result of a Loan Party demand by the Borrower, such recordation fee shall be permitted payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to become an AssigneeEligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or any a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the Obligationseffective date specified in each Assignment and Acceptance, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior such assignment, together with payment instructions, addresses, ) and related information with respect be released from its obligations (other than its obligations under Section 7.08 to the Assigneeextent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, have been given to Borrowers and Agent by such Lender and in the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Agent, which consent of Borrowers Agent shall not be unreasonably withheld, delayed or conditioned, and and, in each case, consent shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; ” (provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an AssigneeAssignee except pursuant to Section 13.1(i)) all or any portion of the Obligations, the Commitments Obligations and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0001,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by AgentAgent in its sole discretion, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) ; provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 5 Business Days after having received written notice thereof, and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party Party, or Affiliate of a Loan Party Party, shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may, with the prior written acknowledgement of the Administrative Agent and the written consent of Borrowers each Issuing Bank with Fronting Exposure (which and, so long as no Event of Default is continuing hereunder, the Borrower (such consent of Borrowers shall the Borrower not to be unreasonably withheld, delayed conditioned or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lenderdelayed), at any Lender may time assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee Assignees (each, an “Assignee”; provided, however, ) (provided that no Loan Party written consent of the Borrower or the Issuing Banks shall be required in connection with any assignment and delegation by a Lender to (i) an entity that is an Affiliate of a Loan Party shall be permitted to become an Assigneesuch Lender or (ii) another Lender) all or any portion part of the Obligations, the Commitments any Loan and the other rights and obligations of such Lender hereunder and under the other Loan Financing Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, howeverthat (A) each such assignment by a Lender of its Loans, its Note or its Loan Commitments shall be made in such a manner so that Borrowers the same portion of its Loans, its Note and Agent Loan Commitments are assigned to such Assignee; (B) in the case of an assignment of any part of a Loan to any Assignee, such assignment shall not be for an amount less than [***] (or a higher integral multiple of [***] in excess thereof) in each instance; and (C) the Borrower and the Agents may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (i1) written notice of such assignment, together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to Borrowers the Borrower and the Administrative Agent by such assigning Lender and the Assignee, (ii2) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to the Administrative Agent for Agent’s separate account a processing fee in the amount of $3,500[***], and (3) the assigning Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit C hereto (an “Assignment and Acceptance”) with respect to such assignment from the assigning Lender. Any assignment of a participation in any Letter of Credit shall (x) require the written acknowledgment of the Issuing Bank of such Letter of Credit and (y) only be made to a bank or financial institution with a credit rating of no lower than A- from Standard & Poors, no lower than A3 from Xxxxx’x or no lower than A- from Fitch Ratings (provided that if such financial institution is rated by more than one of such agencies, all ratings of the financial institution shall meet such minimum rating).

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldAgent and, delayed or conditioned, and shall not be required (1) if an so long as no Event of Default has occurred and is continuing, or with the written consent of Subsidiary Borrower (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which provided that no written consent of Agent or Subsidiary Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that, immediately prior to such assignment, is and delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (each an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Irish Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)1,500,000; provided, however, that Borrowers Subsidiary Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Subsidiary Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Subsidiary Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agentthe assignment occurs prior to the date that is 90 days after the Closing Date, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent and Subsidiary Borrower shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender and no Lender shall assign or participate all or any portion of its Commitment or portion of the Obligations to a Person which it knows is a direct competitor of Subsidiary Borrower.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed Neither Agent nor any Lender may assign or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuingtransfer all, or (2) in connection with an assignment any part, of the Obligations, the Commitments and any other rights and obligations of such Agent or such Lender hereunder and under the Loan Documents except as provided herein. The Obligations, Commitments and any other rights and obligations of Agent and each Lender hereunder and under the Loan Documents must be transferred pursuant to a Person thatregistration statement filed under the Securities Act of 1933, immediately prior to such assignmentas amended, is a Lender or an Affiliate (other than individuals) exemption from such registration. The Borrower shall be entitled to advance notice of a Lender) any transfer and Agent (which consent reasonable assurance, including an opinion of Agent shall not be unreasonably withheldcounsel reasonably acceptable to the Borrower, delayed or conditioned, and shall not be required in connection that such transfer complies with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any applicable securities laws. Any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided) that are Eligible Transferees all, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except such minimum amount shall not apply to an assignment and delegation by a Lender to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any such Lender or a Related Fund of such Lender, (y) a group of new Lenders, each of which is an Affiliate or Related Fund of each other, to the extent that other so long as the aggregate amount to be assigned to all such new Lenders group is at least $10,000,0005,000,000 or (z) if as a result of such assignment such Lender shall cease to be a party hereto); provided, however, that Borrowers that, Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)Acceptance, and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,5005,000. Notwithstanding the preceding sentence, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender or (y) the assignee is a Lender or an Affiliate of a Lender or a Related Fund of a Lender; provided that any such assignment must otherwise comply with applicable securities laws and the other provisions of this Section 13.1(a).

Assignments and Participations. (a) With This Agreement and the prior written consent Obligations of Borrowers (which consent of Borrowers shall may not be unreasonably withheldassigned by Borrowers. Any Lender may, delayed subject to the limitations set forth below, assign or conditionedtransfer, and shall not be required (1) if an Event of Default has occurred and is continuingin whole or in part, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the its Commitments and the other related Advances, together with its corresponding rights under this Agreement and obligations of such Lender hereunder and under the other Loan Documents, and further may sell participations in a minimum amount all or any part of $10,000,000 any of its Commitments and the related Advances or any other interest in the Obligations or any of its obligations hereunder to another Person, in which event: (except a) in the case of an assignment, upon notice thereof by such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate Borrowers and consent of any Lender or (y) a group of new LendersCredit Agent, each of which is an Affiliate of each otherthe assignee shall have, to the extent of such assignment (unless otherwise provided thereby), the same rights and benefits as it would have if it were a "Lender" hereunder, and, if the assignee has expressly assumed, for the benefit of Borrowers, such Lender's obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, provided that the aggregate amount Credit Agent shall have no obligation to be assigned consent to all such new there being more than a total of 10 Lenders (a Participant is at least $10,000,000not a Lender); providedand (b) in the case of a participation, howeverthe participating Person's (a "Participant") rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Unless an assignee has expressly assumed such Lender's obligations hereunder, that Borrowers (x) such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender's obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note, (y) such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and Lender's Commitments, and (z) Borrowers, Credit Agent may and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the interest so assigned Loan Documents. Without limiting any Lenders exclusive right to collect and enforce the Obligations owed to it, Borrowers agree that each participation will give rise to a debtor-creditor relationship between Borrowers and Participant, and Borrowers authorize each Participant, upon an Assignee until (i) written notice occurrence of an Event of Default, to proceed directly by right of setoff, bankers' lien or otherwise, against any assets of Borrowers that may be held by that Participant. Notwithstanding the foregoing, nothing contained herein shall in any manner or to any extent affect the right of any Lender to pledge or assign Notes and interests in this Agreement to any Federal Reserve Bank pursuant to applicable laws and regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the terms and conditions of this Agreement to keep, observe and perform all of its obligations under this Agreement, and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this Section. Any Lender may furnish any information concerning Borrowers in the possession of such assignment, together with payment instructions, addresses, and related information with respect Lender from time to the Assignee, have been given time to Borrowers and Agent by Affiliates of such Lender and to assignees and Participants (including prospective assignees and Participants) and Borrowers hereby consent to the Assignee, (ii) provision of such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500information.

Assignments and Participations. (a) With Each Lender may and, if demanded by the prior written consent Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ notice to such Lender and the Agent, will assign to one or more Persons all or a portion of Borrowers its rights and obligations under any Facility under this Agreement (which consent including, without limitation, all or a portion of Borrowers its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement with respect to one of more Facilities, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) ’s rights and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection obligations under this Agreement with an assignment respect to a Person thatFacility, immediately prior the amount of the Commitment under such Facility of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment, is a Lender ) shall in no event be less than $5,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender)demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender may assign and delegate to shall have received one or more assignees so long as payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such prospective assignee is an Eligible Transferee Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (eachvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an “Assignee”; Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that no Loan Party or Affiliate in the case of each assignment made as a result of a Loan Party demand by the Borrower, such recordation fee shall be permitted to become payable by the Borrower except that no such recordation fee shall be payable in the case of an Assignee) all or any portion assignment made at the request of the ObligationsBorrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the Commitments effective date specified in each Assignment and the other rights and obligations of such Lender hereunder and under the other Loan DocumentsAcceptance, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior to such assignment) and be released from its obligations under this Agreement (and, together with payment instructions, addresses, and related information with respect to in the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or and (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) , and Agent (with the prior written consent of Administrative Agent, which consent of Administrative Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Administrative Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Administrative Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Administrative Agent an Assignment and Acceptance and Administrative Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Administrative Agent, the assigning Lender or Assignee has paid to Administrative Agent for Administrative Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Each Lender may and, if demanded by the prior written consent Borrower (following a demand by such Lender pursuant to Section 2.10, 2.11 or 2.13 or an assertion by such Lender under Section 2.11) upon at least 5 Business Days' notice to such Lender and the Agent, will assign to one or more Persons all or a portion of Borrowers its rights and obligations under this Agreement (which consent including, without limitation, all or a portion of Borrowers its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) 's rights and Agent obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $5,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender)demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender may assign and delegate to shall have received one or more assignees so long as payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such prospective assignee is an Eligible Transferee Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (eachvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an “Assignee”Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500; provided, however, that no Loan Party or Affiliate in the case of each assignment made as a result of a Loan Party demand by the Borrower, such recordation fee shall be permitted to become payable by the Borrower except that no such recordation fee shall be payable in the case of an Assignee) all or any portion assignment made at the request of the ObligationsBorrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the Commitments effective date specified in each Assignment and the other rights and obligations of such Lender hereunder and under the other Loan DocumentsAcceptance, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior such assignment, together with payment instructions, addresses, ) and related information with respect be released from its obligations (other than its obligations under Section 7.05 to the Assigneeextent any claim thereunder relates to an event arising prior such assignment) under this Agreement (and, have been given to Borrowers and Agent by such Lender and in the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldAgent and, delayed or conditioned, and shall not be required (1) if an so long as no Event of Default has occurred and is continuing, or with the written consent of Subsidiary Borrower (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which provided that no written consent of Agent or Subsidiary Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that, immediately prior to such assignment, is and delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (each an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other UK Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)1,500,000; provided, however, that Borrowers Subsidiary Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Subsidiary Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Subsidiary Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agentthe assignment occurs prior to the date that is 90 days after the Closing Date, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent and Subsidiary Borrower shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender and no Lender shall assign or participate all or any portion of its Commitment or portion of the Obligations to a Person which it knows is a direct competitor of Subsidiary Borrower.

Assignments and Participations. (a) With The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Borrowers (which Administrative Agent and each Lender. Any Lender may, with the prior written consent of Borrowers shall Administrative Agent and Borrower (such consent not to be unreasonably withheldwithheld or delayed), delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment assign to a any Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) a natural person or any of a Lender) and Agent its Subsidiaries, or Borrower or any of Borrower’s Affiliates (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lenderincluding Issuer), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any a portion of its rights and obligations under this Agreement (including, but not limited to, all or a portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Loans); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice no consent from Administrative Agent or Borrower shall be required if a Lender assigns all or any portion of such assignmentits obligations to any other Lender, together with payment instructions, addressesAdministrative Agent or any Affiliate thereof, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) no consent from Borrower shall be required if an Event of Default shall have occurred and is continuing; provided further that Borrower shall be deemed to have consented to any such Lender assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof. The parties to each such assignment shall execute and deliver to Administrative Agent for its Assignee have delivered to Borrowers and Agent an acceptance, the Assignment and Acceptance and Assumption, whereupon such assignee, to the extent of the assigned interest, shall be a “Lender” hereunder. Notwithstanding the foregoing, Administrative Agent has notified may withhold its consent to an assignment if Administrative Agent does not approve the assigning proposed assignee. An assignee of a Qualified Lender shall not become a Qualified Lender unless it independently qualifies as such under the definition of its receipt thereof in accordance with Section 13.1(b)“Qualified Lender”, and (iii) the Lead Entities may not assign their respective rights and obligations hereunder to the same assignee unless waived by Agent, the assigning Lender such assignee is a CS Entity or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500an MS Entity.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldEach Lender may and, delayed or conditioned, and shall not be required (1) if an Event of so long as no Default has occurred and is continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least 10 Business Days' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (2including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in connection with respect of all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) 's rights and Agent obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment) shall in no event be less than $5,000,000 under each Facility for which a Commitment is being assigned, is (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a Lender or an Affiliate (other than individuals) result of a Lender), any Lender may assign and delegate demand by the Borrower pursuant to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party this Section 9.07(a) shall be permitted to become arranged by the Borrower after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreements, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender hereunder and under shall have received one or more payments from either the other Loan Documents, Borrower or one or more Eligible Assignees in a minimum an aggregate amount at least equal to the aggregate outstanding principal amount of $10,000,000 (except the Advances owing to such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignmentLender, together with accrued interest thereon to the date of payment instructionsof such principal amount and all other amounts payable to such Lender under this Agreement, addresses(vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and related information with respect (v) the parties to each such assignment shall execute and deliver to the AssigneeAdministrative Agent, have been given to Borrowers for its acceptance and Agent by such Lender and recording in the AssigneeRegister, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance Acceptance, together with any Note or Notes subject to such assignment and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing and recordation fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrowers, which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) ; provided that Borrowers shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agents within 5 Business Days after having received notice thereof, and Agent (which with the prior written consent of Agent Agents, which consents of Agents shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agents) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers and Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent Agents by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent Agents an Assignment and Acceptance and Agent has Agents have notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by US Agent, the assigning Lender or Assignee has paid to US Agent for US Agent’s separate account a processing fee in the amount of $3,5005,000.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldEach LC Participant may sell, delayed transfer, negotiate or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under obligations with respect to LC Disbursements and the other Loan Documents, in a minimum amount Letters of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Credit); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice if any such assignment shall be of the assigning LC Participant’s LC Obligation Outstandings and LC Commitments, such assignment shall cover the same percentage of such LC Participant’s LC Obligation Outstandings and LC Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $1,000,000 or an integral multiple of $100,000 in excess thereof, except, in either case, (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to an LC Participant or an Affiliate or Approved Fund of such LC Participant and (iii) if such Eligible Assignee is not, prior to the date of such assignment, together with payment instructionsan LC Participant or an Affiliate or Approved Fund of an LC Participant, addresses, and related information with respect such assignment shall be subject to the Assignee, have been given to Borrowers and prior consent of the Administrative Agent by such Lender and the AssigneeCompany (which consents shall not be unreasonably withheld or delayed); provided, however, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days of having received notice thereof; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Company shall not be required for any assignment occurring when any Event of Default specified in Section 9.1(a), (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(bb), or (f) (Events of Default) shall have occurred and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500be continuing.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or Lender, an Affiliate (other than individuals) of a Lender) Lender or a Related Fund; provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 5 Business Days after having received notice thereof, and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or Lender, an Affiliate (other than individuals) of a Lender)Lender or a Related Fund, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Lender, (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000 or (z) an assignment to one or more Replacement Lenders pursuant to Section 14.2); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the AssigneeAssignee and such assignment has been recorded in the Register, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) except in connection with any assignment to any Replacement Lender pursuant to Section 14.2, unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower Agent, which consent of Borrowers Borrower Agent shall not be unreasonably withheld, delayed or conditionedconditioned (provided, that, Borrower Agent shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and shall not be required (1i) if a Default or an Event of Default has occurred and is continuing, or (2ii) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender Lender, or an Affiliate (other than individuals) of a Lender) Lender or an Related Fund and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or Lender, an Affiliate (other than individuals) of a Lender)Lender or an Related Fund, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, howeverthat, that no Loan Party, Affiliate of a Loan Party or Affiliate holder of any Indebtedness (other than the Obligations) of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or Lender, an Affiliate of any Lender or an Related Fund or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, howeverthat, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower Agent and Agent by such Lender and the Assignee, (iiB) such Lender and its Assignee have delivered to Borrowers Borrower Agent and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iiiC) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldEach Lender may and, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior demanded by PM Companies upon at least 5 Business Days' notice to such assignmentLender and the Agent, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may will assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party banks or Affiliate of a Loan Party shall be permitted to become an Assignee) other entities all or any a portion of the Obligations, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder its Commitment and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply A Advances owing to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000it); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice each such assignment shall be of such assignment, together with payment instructions, addressesa constant, and related information with respect not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement (other than, except in the case of an assignment made as a result of a demand by PM Companies pursuant to the Assigneethis Section 10.07(a), have been given any B Advances owing to Borrowers and Agent such Bank or any B Notes held by such Lender and the Assigneeit), (ii) the amount of Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 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 such assignment) shall in no event be less than $25,000,000 (subject to reduction at the sole discretion of PM Companies ) and shall be an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by PM Companies pursuant to this Section 10.07(a) shall be arranged by PM Companies after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by PM Companies pursuant to this Section 10.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers to which it has outstanding Advances or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its Assignee acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,000, provided that, if such assignment is made as a result of a demand by PM Companies under this Section 10.07(a), PM Companies shall pay or cause to be paid such $3,000 fee; provided further that nothing in this Section 10.07 shall prevent or prohibit any Lender from pledging its Advances hereunder or any B Notes held by it to a Federal Reserve Bank in support of borrowings by such Lender from such Federal Reserve Bank. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have delivered been assigned to Borrowers it pursuant to such Assignment and Agent Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those provided under Section 10.04) 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 Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Each Lender may, with the prior written consent of Borrowers the Agent (which such consent of Borrowers shall not to be unreasonably withheldwithheld or delayed), delayed and, if demanded by the Borrower pursuant to Section 8.14 upon at least five Business Days' notice to such Lender and the Agent, shall assign to one or conditionedmore Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender's rights and obligations under this Agreement, 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 such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (which iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) any term or provision hereof to the contrary notwithstanding, the consent of the Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with for an assignment to a Person that, immediately prior to such assignment, is a any Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as of such prospective assignee is an Eligible Transferee Lender's Affiliates and (eachvii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an “Assignee”; Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment (unless such fee shall otherwise be waived by the Agent), provided, however, that no Loan Party or Affiliate in the case of each assignment made as a result of a Loan Party demand by the Borrower pursuant to Section 8.14, such recordation fee shall be permitted to become payable by the Borrower except that no such recordation fee shall be payable in the case of an Assignee) all or any portion assignment made at the request of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply Borrower to (x) an assignment or delegation by any Lender to any other Eligible Assignee that is an existing Lender or an Affiliate of any an existing Lender or shall otherwise be waived by the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (yx) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior to such assignment) and be released from its obligations under this Agreement (and, together with payment instructions, addresses, and related information with respect to in the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers Each Lender may and, so long as no Default shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has have occurred and is be continuing, if demanded by the Borrower pursuant to Section 2.18 upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (2including, without limitation, all or a portion of its L/C Commitment, the L/C Advances owing to it and the L/C Note or L/C Notes held by it); provided, however, that (i) except in connection with the case of an assignment to a Person that, immediately prior to such assignment, is was a Lender, an Affiliate of any Lender or an Affiliate (other than individuals) Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the L/C Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $2,000,000 (or such lesser amount as shall be approved by the Administrative Agent); provided, that simultaneous assignments by two or more Related Funds shall be treated as one assignment for purposes of the minimum assignment requirement, (ii) each such assignment shall be to an Eligible Assignee and Agent (which consent A) the L/C Issuing Bank shall have consented to such assignment, (B) so long as no Event of Agent Default shall not have occurred and be unreasonably withheldcontinuing, delayed or conditioned, the Borrower shall have consented to such assignment and shall not be required in connection with an (C) to the extent such assignment is to a Person any Eligible Assignee that, immediately prior to such assignment, is was not a Lender, an Affiliate of a Lender or an Affiliate Approved Fund, the Administrative Agent shall have consented to such assignment (other than individualsin each case such consent not to be unreasonably withheld or delayed), (iii) each such assignment made as a result of a Lender), any Lender may assign and delegate demand by the Borrower pursuant to one Section 2.18 or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party 9.01 shall be permitted to become arranged by the Borrower after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.18 or 9.01 unless and until such Lender hereunder and under shall have received one or more payments from either the other Loan Documents, Borrower or one or more Eligible Assignees in a minimum an aggregate amount at least equal to the aggregate outstanding principal amount of $10,000,000 the L/C Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (except v) no such minimum amount assignments shall not apply be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (xor, if previously agreed with the Administrative Agent, manually), together with (A) any L/C Note or L/C Notes (if any) subject to such assignment, (B) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or administrative questionnaire and tax forms, if applicable and (yC) a group processing and recordation fee of new Lenders, each $3,500 (which fee may be waived or reduced in the sole discretion of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Administrative Agent); provided, however, that Borrowers and Agent may continue to deal solely and directly with only one such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information fee shall be payable with respect to simultaneous assignments by or to one or more Related Funds; provided, further, that for each such assignment made as a result of a demand by the Assignee, have been given Borrower pursuant to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent2.18 or 9.01, the assigning Lender or Assignee has paid Borrower shall pay to the Administrative Agent for Agent’s separate account a the applicable processing fee in the amount of $3,500and recordation fee.

Assignments and Participations. (a) With Each Lender may and, if demanded by the prior written consent Borrower (following either a demand by such Lender pursuant to Section 2.11, 2.12 or 2.14 or a payment by the Borrower of Borrowers Taxes or Other Taxes for which the Lender is, or, but for such payment would be indemnified by the Borrower pursuant to Section 2.14 and provided that all similarly situated Lenders are similarly treated) upon at least five Business Days' notice to such Lender and the Agent, will assign to one or more Persons all or a portion of its rights and obligations under this Agreement (which consent including, without limitation, all or a portion of Borrowers its Revolving Credit Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) 's rights and Agent obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $5,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a Lender)demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender may assign and delegate to shall have received one or more assignees so long as payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such prospective assignee is an Eligible Transferee Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (eachvi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an “Assignee”; Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that no Loan Party or Affiliate in the case of each assignment made as a result of a Loan Party demand by the Borrower, such recordation fee shall be permitted to become payable by the Borrower except that no such recordation fee shall be payable in the case of an Assignee) all or any portion assignment made at the request of the Obligations, Borrower to an Eligible Assignee that is an existing Lender and (vii) any assignee under an assignment made to an Eligible Assignee without the Commitments prior consent of the Borrower (unless an Event of Default shall have occurred and be continuing) shall be entitled to no greater amounts pursuant to Section 2.11 or 2.14 as of the other rights and obligations date of such assignment than those amounts to which the applicable Lender hereunder assignor was then entitled. Upon such execution, delivery, acceptance and under recording, from and after the other Loan Documentseffective date specified in each Assignment and Acceptance, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 8.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior such assignment) and be released from its obligations under this Agreement (and, together with payment instructions, addresses, and related information with respect to in the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Revolving Credit Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Revolving Loans, the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Swing Loans and the Letters of Credit); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice if any such assignment shall be of the assigning Revolving Credit Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Revolving Credit Lender’s Revolving AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION Credit Outstandings and Revolving Credit Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, together with payment instructionsa Lender or an Affiliate or Approved Fund of a Lender, addresses, and related information with respect such assignment shall be subject to the Assignee, have been given to Borrowers and prior consent of the Administrative Agent by such Lender and the AssigneeBorrower (which consent of the Borrower shall not be unreasonably withheld or delayed); provided, (ii) however, that the Borrower shall be deemed to have consented to any such Lender assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days of having received notice thereof; and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender provided, further, that, notwithstanding any other provision of its receipt thereof in accordance with this Section 13.1(b), and (iii) unless waived by Agent11.2, the assigning Lender or Assignee has paid to Agent consent of the Borrower shall not be required for Agent’s separate account a processing fee in the amount any assignment occurring when any Event of $3,500Default shall have occurred and be continuing.

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldAgent, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee Transferee) (eacheach an "Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other DIP Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except that such minimum amount shall not apply to in connection with any assignment and delegation by a Lender (x) an assignment or delegation by any Lender to any Affiliate (other than individuals) of, or any fund, money market account, investment account or other account managed by, a pre-existing Lender or an Affiliate of any Lender under this Agreement or (y) a group of new Lendersthe entire Obligations, each Commitments and other rights and obligations of which is an Affiliate of each other, to such Lender hereunder and under the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000other DIP Loan Documents); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to Borrowers Borrower and Agent by such Lender and the Assignee, ; (ii) such Lender and its Assignee shall have delivered to Borrowers Borrower and Agent an Assignment and Acceptance ("Assignment and Agent has notified the assigning Lender of its receipt thereof Acceptance") in accordance with Section 13.1(b), form and substance satisfactory to Agent; and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's sole and separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender.

Assignments and Participations. (a) With Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the prior written consent Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioneda uniform, and shall not be required a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender, an Affiliate of any Lender or an Affiliate (other than individuals) Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and Agent be continuing at the time of effectiveness of such assignment, the Borrower) under each Facility for which a Commitment is being assigned, (which consent iii) except in the case of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of assignment was a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group an Approved Fund of new Lendersany Lender, each such assignment shall be to an Eligible Assignee approved by the Administrative Agent and, so long as no Default shall have occurred, the Borrower, such consent not to be unreasonably withheld, (iv) no such assignments shall be permitted without the consent of which is an Affiliate the Joint Lead Arrangers until the Joint Lead Arrangers shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (v) the parties to each other, such assignment shall execute and deliver to the extent that Administrative Agent, for its acceptance and recording in the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); providedRegister, however, that Borrowers an Assignment and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignmentAcceptance, together with payment instructions, addresses, any Note or Notes subject to such assignment and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing and recordation fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which provided that no written consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that, immediately prior to such assignment, is and delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (each an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Affiliate of a Lender or an Affiliate of any to a Related Fund or account managed by a Lender) provided that if the minimum amount is not met Borrowers and Agent may continue to deal solely and direction with such Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to in connection with the extent that the aggregate amount to be interest so assigned to all such new Lenders is at least $10,000,000)an Assignee; provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or the assignee is an Affiliate (other than individuals) of a Lender or a Related Fund.

Assignments and Participations. (a) With the prior written consent of Borrowers (the Company, which consent of Borrowers the Company shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or Lender, an Affiliate (other than individuals) of a Lender) Lender or a Related Fund and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or Lender, an Affiliate (other than individuals) of a Lender)Lender or a Related Fund, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Administrative Borrower, which consent of Borrowers Administrative Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) Lender and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided, however, provided that no Loan Party or Party, Affiliate of a Loan Party Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related ATI-2336232v16 46 information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, including, without limitation, such assigning Lender’s rights and obligations in respect of outstanding Advances, its Revolving Commitment and its Letter of Credit Commitment.

Assignments and Participations. (a) a. With the prior written consent of Borrowers (Borrower Agent, which consent of Borrowers Borrower Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1i) if a Default or an Event of Default has occurred and is continuing, or (2ii) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender Lender, or an Affiliate (other than individuals) of a Lender) Lender or an Related Fund and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or Lender, an Affiliate (other than individuals) of a Lender)Lender or an Related Fund, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, howeverthat, that no Loan Party, Affiliate of a Loan Party or Affiliate holder of any Indebtedness (other than the Obligations) of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or Lender, an Affiliate of any Lender or an Related Fund or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, howeverthat, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower Agent and Agent by such Lender and the Assignee, (iiB) such Lender and its Assignee have delivered to Borrowers Borrower Agent and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iiiC) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldFoothill Group Agent, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (provided that no written consent of Foothill Group Agent shall be required in connection with any assignment and -88- 95 delegation by a Lender to an Eligible Transferee Transferee) (eacheach an "Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable (or, if otherwise agreed among the Foothill Group, any non-ratable) part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)5,000,000; provided, however, that Borrowers the foregoing Dollar restriction shall not apply to any such assignment by an existing Lender to any Affiliate of such Lender; provided further that Borrower and Foothill Group Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to Borrowers Borrower and Foothill Group Agent by such Lender and the Assignee, ; (ii) such Lender and its Assignee shall have delivered to Borrowers Borrower and Foothill Group Agent an Assignment and Acceptance in form and substance satisfactory to Foothill Group Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b("Assignment and Acceptance"), ; and (iii) unless waived other than with respect to the Assignment and Acceptance to be executed and delivered pursuant to Section 3.1(c)(ix) and other than with respect to an assignment by Agentan existing Lender to any Affiliate of such Lender, the assigning assignor Lender or Assignee has paid to Foothill Group Agent for Foothill Group Agent’s 's sole and separate account a processing fee in the amount of $3,5002,500. Anything contained herein to the contrary notwithstanding, the consent of Foothill Group Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender.

Assignments and Participations. Any Bank may at any time (a) With with the prior written consent of Borrowers (which the Borrower, such consent not to be unreasonably withheld or delayed, the consent of Borrowers shall the Agent, such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed, and shall the consent of the LOC Issuer in its sole discretion so long as any LOC Commitments are outstanding or may be reinstated) sell to one or more banks or other entities (a "Purchasing Bank") all or any part of its rights and obligations under this Agreement and the Notes pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank, the Agent and the LOC Issuer (and, in the case of a Purchasing Bank that is not be required (1) if then a Bank or an Affiliate thereof, so long as no Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of by the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Borrower); provided, however, that Borrowers in the case of any transfer by HypoVereinsbank, so long as no Event of Default has occurred and Agent is continuing and no Loans are outstanding, after giving effect to such transfer the Commitment Percentage of HypoVereinsbank shall not be less than 33% without the consent of the Borrower (which consent may continue to deal solely and directly with be given or withheld in the sole discretion of the Borrower). Upon (x) such Lender in connection with the interest so assigned to an Assignee until (i) written notice execution of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)Commitment Transfer Supplement, and (iiiy) unless waived by Agent, delivery of a copy thereof to the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in Borrower and payment of the amount of $3,500.its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement, to the same extent as if it were an original party hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed At no cost or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment expense to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender)any Borrower, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee commercial banks, financial institutions, or other Persons (each, an “Assignee”; provided, however, provided that no Loan Party Borrower or Affiliate of a Loan Party Borrower shall be permitted to become an Assignee) ), all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Administrative Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Lender, (y) a group of new Lenders, each of which is an Affiliate of each otherother or a Related Fund of such new Lender, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000, or (z) an assignment by any Lender of the entire principal balance of the Obligations owing to it); provided, however, that (i) Borrowers and Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Administrative Agent by such Lender and the Assignee, (iiB) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Administrative Agent an Assignment and Acceptance and Administrative Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iiiC) unless waived by Administrative Agent, the assigning Lender or Assignee has paid to Administrative Agent for Administrative Agent’s separate account a processing fee in the amount of $3,500, and (ii) no Tranche B Lender may assign the Tranche B Obligations owing to it without the prior consent of Administrative Agent. Borrowers shall, at no cost or expense to any Borrower, execute and deliver (to Administrative Agent) new or replacement Tranche A Notes, as applicable, in connection with any Tranche A Lender’s assignment of all or any portion of the Tranche A Obligations owing to such Tranche A Lender.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, continuing or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or Lender, an Affiliate (other than individuals) of a Lender) Lender or any Related Fund, and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender)Lender or any Related Fund, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b) (it being understood that the failure of such assigning Lender to deliver such notice or to deliver the Assignment and Acceptance to Borrower, Agent or any other Person shall not affect the legality, validity or binding effect of such assignment), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Each Lender may, with the prior written consent of Borrowers the Administrative Agent and the Borrower (which each such consent not to be unreasonably withheld and such consent of Borrowers shall the Borrower not be unreasonably withheld, delayed or conditioned, and shall not to be required (1) if an Event of Default under Section 6.01(a) or (e) has occurred and is continuing) and, if demanded by the Administrative Agent or the Borrower pursuant to Section 8.01(b) or following a request for a payment to or on behalf of such Lender under Section 2.09 or 2.12 or following a notice given by such Lender pursuant to Section 2.10 or if such Lender is a Declining Lender being replaced pursuant to Section 2.04(b), upon at least ten Business Days’ notice to such Lender and the Administrative Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its unused Commitments and Loans owing to it and any Notes held by it), provided that the Borrower may make demand with respect to a Lender that has given notice pursuant to Section 2.10 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice and provided further that, (i) for any assignment during the period from the date hereof to (and including) the date of the Merger Agreement, no assignment shall be permitted to any Person without the consent of the Borrower acting in its sole discretion, (ii) for any assignment during the period from the date hereof to (and including) the later of (x) the date that is 35 days after the date hereof and (y) the date that is 14 days after the date of the Merger Agreement (such later date, the “Syndication End Date”), no assignment shall be permitted to any Person other than to those “relationship” financial institutions set forth on Part A of the list provided to the Lead Arranger on or prior to the date hereof (the “Consent List”) unless (x) an Event of Default under Section 6.01(a) or (2e) has occurred and is continuing or (y) the Borrower shall have consented to such assignment (in connection with its sole discretion), (iii) for any assignment after the Syndication End Date, no assignment shall be permitted to any Person that is a “restricted” financial institution set forth on Part B of the Consent List unless (x) an Event of Default under Section 6.01(a) or (e) has occurred and is continuing or (y) the Borrower shall have consented to such assignment (in its sole discretion), (iv) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement and the Notes held by it, (v) each such assignment shall be of an equal percentage of the unused Commitment of and the outstanding Loans owing to the assigning Lender, (vi) except in the case of an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) assignment of all of a Lender)’s rights and obligations under this Agreement, any the unused Commitment of and the outstanding principal amount of the Loans owing to the assigning Lender may assign being assigned pursuant to each such assignment (determined as of the date of the Assignment and delegate Acceptance with respect to one such assignment) shall in no event be less than $50,000,000 or more assignees so long as an integral multiple of $1,000,000 in excess thereof, (vii) each such prospective assignee is assignment shall be to an Eligible Transferee Assignee, (each, an “Assignee”; provided, however, that no Loan Party or Affiliate viii) each such assignment made as a result of a Loan Party demand by the Borrower shall be permitted to become arranged by the Borrower after consultation with the Administrative Agent and shall be either an Assignee) assignment of all or any portion of the Obligations, the Commitments and the other rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (ix) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower unless and until such Lender hereunder and under shall have received one or more payments from the other Loan Documents, Borrower or one or more Eligible Assignees in a minimum an aggregate amount at least equal to the aggregate outstanding principal amount of $10,000,000 (except the Loans owing to such minimum amount shall not apply Lender, together with accrued interest thereon to the date of payment of such principal and all other amounts that have accrued and are payable to such Lender under this Agreement, (x) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Notes subject to such assignment and (xi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or delegation by any Lender more credit contacts to any other Lender whom all syndicate-level information (which may contain material non-public information about the Borrower and its Subsidiaries or an Affiliate of any Lender or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (yx) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave (in addition to any such rights and obligations theretofore held by it) the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights other than rights of indemnification under Section 8.04 or otherwise relating to a time prior to the interest so assigned to an Assignee until (i) written notice effective date of such assignmentAssignment and Acceptance and be released from its obligations under this Agreement (and, together with payment instructions, addresses, and related information with respect to in the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (ag) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee Assignees (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of other than a Loan Party shall be permitted to become an Assigneenatural person) all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Loans and the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Letters of Credit); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, (ii) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings, such assignment shall cover a ratable amount of each Borrower’s Revolving Credit Outstandings, (iii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Parent Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and (iv) if such Eligible Assignee is not, prior to the date of such assignment, together with payment instructionsa Lender or an Affiliate or Approved Fund of a Lender, addresses, and related information with respect such assignment shall be subject to the Assigneeprior consent of the Administrative Agent and the Parent Borrower (which consents shall not be unreasonably withheld or delayed); and provided, have been given to Borrowers and Agent by such further, that, notwithstanding any other provision of this Section 10.2, (x) the consent of the Swingline Lender and the Assigneeeach Issuer shall be required for any assignment hereunder (which consents shall not be unreasonably withheld or delayed), (iiy) such Lender the consent of the Parent Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), be continuing and (iiiz) the Parent Borrower shall be deemed to have consented to any assignment unless waived it shall object thereto by Agent, written notice to the assigning Lender or Assignee has paid to Administrative Agent for Agent’s separate account a processing fee in the amount of $3,500within 5 Business Days after having received notice thereof.

Assignments and Participations. (a) With the prior written consent of Borrowers (Administrative Borrower, which consent of Borrowers Administrative Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) Lender and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Party, Affiliate of a Loan Party Party, Fidelity or Affiliate of Fidelity shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,5005,000.

Assignments and Participations. (a) With the prior written consent of Borrowers Agent (which consent of Borrowers Agent shall not be unreasonably withheld, delayed or conditioned; provided that (x) Agent may withhold, delay or condition its consent in its sole and absolute discretion with respect to an assignment or delegation to a Loan Party, an Affiliate of a Loan Party, a Sponsor Guarantor or Equity Sponsor, or Affiliate of a Sponsor Guarantor or Equity Sponsor (except in the case of an assignment to the Sponsor Guarantors that occurs as a result of Agent exercising its rights under Section 3 of the Sponsor Guaranty and Put Agreement, in which case such prior written consent of Agent shall not be required) and (y) no such consent shall be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a any Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender Lender, (y) an assignment to the Sponsor Guarantors that occurs as a result of the Agent exercising its rights under Section 3 of the Sponsor Guaranty and Put Agreement, or (yz) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Loan Parties and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Additionally, any assignment or delegation by a Lender to an Assignee of all or any portion of such Lender’s Revolver Commitment shall require the prior written consent of Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned; provided, such consent of Borrower shall not be required (1) if an Event of Default has occurred and is continuing, (2) in connection with an assignment to an Assignee that is a Lender with a Revolving Commitment or an Affiliate (other than individuals) of a Lender with a Revolving Commitment, (3) in connection with an assignment to a Sponsor Guarantor or Equity Sponsor or any Affiliate of a Sponsor Guarantor or Equity Sponsor, or (4) in connection with an assignment to any commercial bank having net assets with a book value in excess of $250,000,000, or any finance company, insurance company, financial institution or fund that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having net assets with a book value in excess of $250,000,000. Notwithstanding the foregoing, unless a Sponsor Event of Default has occurred and is continuing, no Lender may assign or delegate any of the Obligations or the Commitments to (i) a Specified Competitor without the prior written consent of Borrower, (ii) a New Competitor, except, in the case of this clause (ii), if the right of first offer contained in Section 2 of the Right of First Offer Agreement has not been exercised by the Sponsor Guarantors within the time period set forth therein, or (iii) any other Person (unless such Person is a Lender or an Affiliate of a Lender) to the extent such assignment or delegation involves the disclosure of Gores Confidential Information (as defined in the Right of First Offer Agreement) to such Person, except, in the case of this clause (iii), if the right of first offer contained in Section 2 of the Right of First Offer Agreement has not been exercised by the Sponsor Guarantors within the time period set forth therein.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Any DIP Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided) that are Eligible Transferees all, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such DIP Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except such minimum amount shall not apply to an assignment and delegation by a DIP Lender to (x) an assignment or delegation by any Lender to any other DIP Lender or an Affiliate of any such DIP Lender or a Related Fund of such DIP Lender or (y) a group of new DIP Lenders, each of which is an Affiliate or Related Fund of each other, to the extent that other so long as the aggregate amount to be assigned to all such new Lenders group is at least $10,000,0002,500,000); provided, howeverthat any DIP Lender may assign the entire remaining portion of its Obligations and Commitments to an Eligible Transferee; provided, that further, that, except as otherwise provided in Section 14.1(c) hereof, Borrowers and Agent may continue to deal solely and directly with such DIP Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent Administrative Borrower by such DIP Lender and the Assignee, Assignee and (ii) such DIP Lender and its Assignee have delivered to Borrowers and Agent Administrative Borrower an Assignment and Acceptance and Agent has notified Acceptance. Anything contained herein to the contrary notwithstanding, the Assignee need not be an Eligible Transferee if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning DIP Lender or Assignee has paid to Agent for Agent’s separate account (y) the assignee is a processing fee in the amount DIP Lender or an Affiliate of $3,500a DIP Lender or a Related Fund of a DIP Lender.

Assignments and Participations. (a) With the prior written consent of Borrowers (A) Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required (1i) if an Event of Default under Section 8.1, 8.4 or 8.5 has occurred and is continuing, or (2ii) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender Lender, a Related Fund, or an Affiliate (other than individuals) of a LenderLender or (iii) in connection with the primary syndication by Jefferies Finance of the B Term Loans outstanding on the Closing Date); provided, it being understood that Borrower shall be deemed to have consented to any such assignment for which its consent is otherwise required unless it shall object thereto by written notice to Agent within 5 Business Days after having received notice thereof and Agent (B) Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, conditioned (and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an AssigneeAssignee except to the limited extent provided in Section 2.15 and Section 2.16) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 1,000,000 in the case of Term Loans of any Tranche (except except, in either case, such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or Lender, (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0002,500,000 or $1,000,000, as applicable, or (z) an assignment of the entire remaining amount of the assigning Lender’s Commitments or outstanding Loans); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (iiB) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iiiC) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.; provided, however, that such fee shall not be payable in the case of an assignment by any Lender to a Related Fund of such Lender, and (D) such assignment shall have been recorded by Agent in the Register in accordance with Section 13.1(h). 50

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Term Loans, the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Revolving Loans and the Letters of Credit); provided, however, that Borrowers (i)(A) if any such assignment shall be of the assigning Lender's Revolving Credit Outstandings and Agent may continue to deal solely and directly with Revolving Credit Commitments, such Lender in connection with assignment shall cover the interest so assigned to an Assignee until (i) written notice same percentage of such assignmentLender's Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Lender's Term Loans and Term Loan Commitment, together with payment instructions, addresses, such assignment shall cover the same percentage of such Lender's Term Loans and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the AssigneeTerm Loan Commitment, (ii) the aggregate amount being assigned pursuant to each such Lender and its Assignee have delivered to Borrowers and Agent an assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than (x) in the case of any Revolving Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (y) in the case of any Term Loan, $1,000,000 or an integral multiple of $500,000 in excess thereof, except, in either case, (A) with the consent of the Borrower (except in respect of assignments by the initial Term Loan Lenders) and the Administrative Agent has notified the assigning (in each case such consent not to be unreasonably withheld); or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of its receipt thereof in accordance with Section 13.1(b)such Lender, and (iii) unless waived by Agentif such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the assigning Lender or Assignee has paid to Agent consent of the Borrower shall not be required for Agent’s separate account a processing fee in any assignment occurring when any Event of Default shall have occurred and be continuing. Any such assignment need not be ratable as among the amount of $3,500Term Loan Facility and the Revolving Credit Facility.

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which provided that no written consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an any assignment to a Person that, immediately prior to such assignment, is and delegation by a Lender or to an Affiliate (other than individuals) of a LenderEligible Transferee), any Lender may and, so long as no Event of Default then exists, Borrowers, assign and delegate to one or more assignees so long as such prospective assignee is (each an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments (pro rata between the Tranche A Commitment and Tranche B Commitment of such Lender) and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except that such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Lender); provided, however, that Borrower's consent shall not be unreasonably withheld, conditioned or delayed; provided further that no Lender may make any assignment hereunder at any time to Cerberus or Ableco Finance LLC without consent of Borrowers; and provided further that that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required and payments of any fees shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (y) the assignee is an Affiliate (other than individual(s)) of a Lender. Anything contained herein to the contrary notwithstanding, Wells Fargo Foothill agrees for the benefit of Borrowers that, so loxx xx no Event of Default has occurred and is continuing, Wells Fargo Foothill shall retain more than fifty percent (50%) xx xhe Obligations and commitment to make Advances under Section 2.1 of this Agreement, provided, however, that, the minimum retention of Obligations and commitment to make Advances shall not be applicable 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 Wells Fargo Foothill.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Term Loans and the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Revolving Loans); provided, however, that Borrowers (i)(A) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Agent may continue to deal solely and directly with Revolving Credit Commitments, such Lender in connection with assignment shall cover the interest so assigned to an Assignee until (i) written notice same percentage of such assignmentLender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Lender’s Term Loans and Term Loan Commitment, together with payment instructions, addresses, such assignment shall cover the same percentage of such Lender’s Term Loans and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the AssigneeTerm Loan Commitment, (ii) the aggregate amount being assigned pursuant to each such Lender and its Assignee have delivered to Borrowers and Agent an assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent has notified the assigning or (B) if such assignment is being made to a Lender of its receipt thereof in accordance with Section 13.1(b)or a Lender Affiliate or an Approved Fund managed by such Lender, and (iii) unless waived if such Eligible Assignee is not, prior to the date of such assignment, either (x) in the case of any assignment of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, a Lender or a Lender Affiliate or (y) in the case of any assignment of the assigning Lender’s Term Loans and Term Loan Commitment, a Lender or a Lender Affiliate or an Approved Fund managed by Agenta Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed; provided, that it shall not be unreasonable for the Borrower to withhold consent if such Eligible Assignee’s primary business is alternative investment management); and provided, further, that, notwithstanding any other provision of this Section 11.2, the assigning consent of the Borrower shall not be required (x) for any assignment occurring when any Event of Default shall have occurred and be continuing and (y) for any assignment to an Eligible Assignee whose primary business is not alternative investment management, by any Affiliate of the Administrative Agent made prior to the Closing Date or within 15 Business Days after the Closing Date of its Commitments held on the Execution Date. Any such assignment need not be Credit Agreement FA Sub 3 Limited ratable as among the Term Loan Facility and the Revolving Credit Facility. Any assignment or transfer by a Lender of rights or Assignee has paid to Agent obligations under this Agreement that does not comply with this clause (a) shall be treated for Agent’s separate account purposes of this Agreement as a processing fee sale by such Lender of a participation in the amount such rights and obligations in accordance with clause (f) of $3,500this Section 11.2.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) Lender and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Party, Affiliate of a Loan Party Party, shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With (i) Subject to the prior written consent of Borrowers conditions set forth in clause (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1a)(ii) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender)below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent (such consent not be unreasonably withheld or delayed) of: (A) Borrowers; provided, howeverthat no consent of Borrowers shall be required (1) if a Default or Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; provided further, that Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to Agent within five Business Days after having received notice thereof; and (B) Agent, Swing Lender, and Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) no assignment may be made (I) so long as no Event of Default has occurred and is continuing, to a Disqualified Institution, or (II) to a natural person, (B) no assignment may be made to a Loan Party or an Affiliate of a Loan Party shall be permitted to become an AssigneeParty, (C) all or any portion the amount of the Obligations, the Commitments and the other rights and obligations of such the assigning Lender hereunder and under the other Loan Documents, Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (xI) an assignment or delegation by any Lender to any other Lender or Lender, an Affiliate of any Lender Lender, or a Related Fund of such Lender, or (yII) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000), (D) each partial assignment shall be made as an assignment of a proport ionate part of all the assigning Lender’s rights and obligations under this Agreement, (E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, however, that Borrowers and Agent may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender Xxxxxx and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.,

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldAgent or, delayed or conditioned, and shall not be required (1) if an so long as no Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person thatBorrower, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent and Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) or successor of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (each an Eligible Transferee (each, an “Assignee”"ASSIGNEE"; provided, however, provided that no Loan Party or Party, Affiliate of a Loan Party Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); providedPROVIDED, howeverHOWEVER, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(bSECTION 13.1(B), and (iii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) ; provided that Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 5 Business Days after having received notice thereof, and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Party, Affiliate of a Loan Party Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (each an "ASSIGNEE") that are Eligible Transferee (eachTransferees all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 1,000,000 (except that such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any a Lender or (y) to a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Related Fund); providedPROVIDED, howeverHOWEVER, that Borrowers (i) with respect to assignments of the Revolver Commitment, Companies and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (iiB) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)Acceptance, and (iiiC) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000, and (ii) with respect to assignments of the Term Loan, Companies, Agent and Syndication Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower, Syndication Agent and Agent by such Lender and the Assignee, (B) such Lender -101- and its Assignee have delivered to Administrative Borrower, Syndication Agent and Agent an Assignment and Acceptance, and (C) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $3,500 (PROVIDED, that no processing fee shall be payable in connection with the first five assignments of any portion of the Term Loan hereunder). Anything contained herein to the contrary notwithstanding, consent of Agent shall not be required and payments of any fees shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (y) the assignee is an Affiliate (other than an individual) of a Lender or a Related Fund.

Assignments and Participations. (a) With Any Lender may, with the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which provided that no written consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with any assignment and delegation by a Lender to an Eligible Transferee and no notice to Agent shall be required in connection with any assignment and delegation by a Lender to a Person that, immediately prior to such assignment, is an Affiliate of a Lender or an Affiliate (other than individuals) of a fund or account managed by a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is (each an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Affiliate of a Lender or an Affiliate of any Lender to a fund or (y) account managed by a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Lender); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified substantially in the assigning Lender form of its receipt thereof in accordance with Section 13.1(b)Exhibit A-1, and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or the assignee is an Affiliate (other than individuals) of, or a fund, money market account, investment account or other account managed by a Lender or an Affiliate of a Lender.

Assignments and Participations. (a) With the prior written consent of Borrowers (Borrower, which consent of Borrowers Borrower shall not be unreasonably withheld, delayed or conditioned, conditioned (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof) and shall not be required (1) if an Event of Default pursuant to Sections 8.1, 8.4 or 8.5 has occurred and is continuing, or (2) if an Event of Default pursuant to Sections 8.2(a) (solely with respect to Section 7.1(a), 7.1(b) or 7.1(c)) or 8.2(b) (solely with respect to Section 5.1) has occurred and is continuing and such Event of Default has not been cured or waived within thirty (30) consecutive days and (3) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) or Related Fund of a Lender) , and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) or Related Fund of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, each an “Assignee”; providedprovided that (A) except as set forth in Section 13.4 below, however, that no Loan Party or Party, Affiliate of a Loan Party Party, Equity Sponsor, Affiliate of Equity Sponsor (including any Control Investment Affiliate), Person that is a holder of any Indebtedness that ranks pari passu with, or is subordinated to, the Obligations or an Affiliate of any such Person shall be permitted to become an Assignee and (B) no Competitor shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $10,000,000 1,000,000 in the case of an assignment of Revolver Commitments or $1,000,000 in the case of assignments or delegations of any other Obligations, Commitments or other rights (except such minimum amount amounts shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate or Related Fund of any Lender or (y) a group of new Lenders, each of which is an Affiliate or Related Fund of each other, such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0001,000,000 in the case of an assignment of Revolver Commitments or $1,000,000 in the case of assignments or delegations of any other Obligations, Commitments or other rights); provided, however, that Borrowers Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless (x) waived by the Agent, or (y) such assignment shall be among a Lender and its Affiliates or Related Fund, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (Administrative Borrower, which consent of Borrowers Administrative Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) ; provided that Administrative Borrower shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within 5 Business Days after having received notice thereof, and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees assignees, so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party Borrower or Affiliate of a Loan Party Borrower shall be permitted to become an Assignee) ), all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided that such assignment shall be of a constant and not a varying percentage of its Commitments and shall be of the same percentage of the Revolving Loan Commitment and CAPEX Loan Commitment (or outstanding CAPEX Loan); provided that (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and unless such assignment is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (, the assigning Lender shall first obtain the written consent of Agent, which consent of Agent shall is not to be unreasonably withheld; (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) Five Million Dollars ($5,000,000) or (ii) the entire amount of the Commitments and Loans of such assigning Lender, delayed or conditioned, (c) the Lender and its assignee shall not be required in connection with an assignment have executed and delivered to Agent a Person that, immediately prior Lender Addition Agreement and paid to Agent a processing fee of Two Thousand Five Hundred Dollars ($2,500); (d) as a condition to the effectiveness of such assignment, is Borrower shall have complied with its obligations under the last sentence of subsection 2.1(F); and (e) no assignment may be made to any Odyssey Bank. In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or an Affiliate (other than individuals) such assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender), any ". Each Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) sell participations in all or any portion part of the Obligationsany Loans made by it to another Person; provided that no participation may be sold to any Odyssey Bank; and provided, the Commitments and the other rights and obligations of further that any such Lender hereunder and under the other Loan Documents, participation shall be in a minimum amount of Five Million Dollars ($10,000,000 (except 5,000,000) and provided, further, that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such minimum amount participation and the holder of any such participation shall not apply be entitled to (x) an assignment or delegation by any require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Term or the date fixed for any payment of interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and 10.2 be considered to be a "Lender". Except as otherwise provided in this subsection 9.1, no Lender or an Affiliate shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to an assignee or (y) a group of new Lenders, each of participant which is an Affiliate of each other, institutional lender (including prospective assignees and participants) and may furnish such information to other Persons upon taking reasonable steps to assure the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and confidentiality thereof. Agent may continue to deal solely and directly shall provide Borrower with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, the name and related information with respect to address of any new Lender after the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500date hereof.

Assignments and Participations. (a) With Subject to the prior provisions of Section 17.10, any Lender may, with the written consent of Borrowers Agent (which provided that no written consent of Borrowers Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) in connection with any assignment and delegation by a Lender to an Eligible Transferee), and, if an no Event of Default has occurred and is continuing, or the Administrative Borrower (2) in connection with an assignment such consent not to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is Eligible Transferees (each an Eligible Transferee (each"Assignee") all, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000)5,000,000; provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance in form and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b)substance satisfactory to Agent, and (iii) unless waived by Agent, the assigning assignor Lender or Assignee has paid to Agent for Agent’s 's separate account a processing fee in the amount of $3,5005,000. Anything contained herein to the contrary notwithstanding, (i) the consent of Agent and/or Administrative Borrower shall not be required (and payment of any fees shall not be required) if such assignment is made by a Lender to an Affiliate of such Lender or 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 and (ii) if no Event of Default has occurred and is continuing, Administrative Borrower can withhold its consent in its sole discretion to any proposed assignment to Cerberus Partners or any of its Affiliates, including Ableco Finance, LLC. Notwithstanding any other provisions of this Agreement to the contrary, except with respect to assignments or participations effected during the pendency of an Event of Default, no assignment or participation under this Section 14.1(a) shall increase the interest charges or other costs (including, as of the effective date of any assignment, under Section 2.12 or Section 2.14) to the Loan Parties under this Agreement.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Syndicated Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Term Loan, the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Revolving Loans, the Swing Line Loans, the Foreign Currency Loans and the Letters of Credit); provided, however, that Borrowers (i)(A) if any such assignment shall be of the assigning Syndicated Lender's Revolving Credit Outstandings and Agent may continue Revolving Credit Commitments, such assignment shall cover the same percentage of such Syndicated Lender's Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Syndicated Lender's Pro Rata Term Share of the Term Loan and Term Loan 139 Commitment (if any), such assignment shall cover the same percentage of such Syndicated Lender's Pro Rata Term Share of the Term Loan and Term Loan Commitment (if any), (ii) the aggregate amount being assigned pursuant to deal solely each such assignment (determined as of the date of the Assignment and directly Acceptance with respect to such Lender assignment) shall in connection no event (if less than the Assignor's entire interest) be less than (x) in the case of the Revolving Credit Facility, $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (y) in the case of the Term Loan Facility, $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in any case, (A) with the interest so assigned consent of the Borrower (not to be unreasonably withheld or delayed) and the Administrative Agent or (B) if such assignment is being made to a Syndicated Lender or an Affiliate or Approved Fund of such Syndicated Lender, (iii) if such Eligible Assignee until (i) written notice is not, prior to the date of such assignment, together with payment instructionsa Syndicated Lender or an Affiliate or Approved Fund of a Syndicated Lender, addresses, and related information with respect such assignment shall be subject to the Assignee, have been given to Borrowers and prior consent of the Administrative Agent by such Lender and the Assignee, Borrower (iiwhich consent shall not be unreasonably withheld or delayed) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iiiiv) unless waived any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, each L/C Issuer and the assigning Swing Line Lender (each such consent not to be unreasonably withheld or Assignee has paid to Agent delayed); and provided, further, that, notwithstanding any other provision of this Section 10.07, the consent of the Borrower shall not be required for Agent’s separate account a processing fee in any assignment occurring when any Event of Default shall have occurred and be continuing. Any such assignment need not be ratable as among the amount of $3,500Term Loan Facility and the Revolving Credit Facility.

Assignments and Participations. (a) With the prior written consent of Borrowers (Administrative Borrower, which consent of Borrowers Administrative Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender) , and Agent (with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, that is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $10,000,000 5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,0005,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Each Lender may assign to (i) one or more Eligible Assignees without the prior written consent approval of Borrowers (which consent the Borrower or the Agent in the case of Borrowers shall not be unreasonably withheld, delayed any Eligible Assignee that is already a Lender or conditionedan Affiliate of a Lender, and shall not be required with the approval of the Borrower (1) if unless an Event of Default or Default has occurred and is then continuing) and the Agent, in the case of any other Eligible Assignee (such approval not to be unreasonably withheld or delayed); and (2ii) one or more other entities with the approval of the Agent and the Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided that (A) each such assignment shall be of a pro rata share of each outstanding Advance made by such Lender and the Commitment and CP Commitment of such Lender; (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (C) except in connection with the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, 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 such assignment) shall be $10,000,000 or a larger integral multiple of $1,000,000; and (D) the parties to each such assignment shall execute and deliver to the Agent, for recording in the Register, and, if the relevant assignee is not a Lender or an Affiliate of a Lender, to each of the Agent and the Borrower for its acceptance (provided that no such acceptance is required (1) from the Borrower or the Agent with respect to an assignee that is a Lender or an Affiliate (other than individuals) of a Lender; or (2) from the Borrower with respect to any other Eligible Assignee while an Event of Default or Default has occurred and Agent is continuing), an appropriate Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,000 (which consent of Agent shall not be unreasonably withheldpayable by the Borrower). Upon such execution, delayed or conditioneddelivery, acceptance (if applicable) and shall not be required recording, from and after the effective date specified in connection with an assignment to a Person thateach Assignment and Acceptance, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender the assignee thereunder shall be a party to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each otherthis Agreement and, to the extent that the aggregate amount to be rights and obligations under this Agreement have been assigned to all it pursuant to such new Lenders is at least $10,000,000)Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement; providedand (y) the Lender assignor thereunder shall, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, extent that rights and obligations under this Agreement have been given assigned by it pursuant to Borrowers such Assignment and Agent by such Lender Acceptance, relinquish its rights and be released from its obligations under this Agreement (other than under Sections 2.13(f), 8.07(g) and 8.08) (and, in the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party to this Agreement), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheldLoans, delayed but excluding any rights and obligations with respect to any Convertible Loan during the Conversion Period unless a Default or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, to the extent that the aggregate amount to be assigned to all such new Lenders is at least $10,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice if any such assignment shall be of the assigning Lender’s Term Loans and Commitment, such assignment shall cover the same percentage of such assignment, together with payment instructions, addresses, Lender’s Loans and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the AssigneeCommitment, (ii) the aggregate amount being assigned pursuant to each such Lender and its Assignee have delivered to Borrowers and Agent an assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000, except, in either case, (A) with the consent of the Borrower under the applicable Facility (or after the Conversion Date, the Term Borrower) and the Administrative Agent has notified the assigning or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of its receipt thereof in accordance with Section 13.1(b)such Lender, and (iii) unless waived by Agentif such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrowers (or after the Conversion Date, the assigning Lender Term Borrower) (which consents shall not be unreasonably withheld or Assignee has paid to delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrowers (or after the Conversion Date, the Term Borrower) shall not be required (x) for any assignment occurring when any Event of Default shall have occurred and be continuing and (y) for any assignment by any Affiliate of the Administrative Agent for Agent’s separate account a processing fee in made within 15 Business Days after the amount Closing Date of $3,500its Commitments held on the Closing Date.

Assignments and Participations. (a) With Each Lender may, and, if demanded by the prior written consent Borrower (following a demand by such Lender pursuant to Section 2.10(c), upon such Lender becoming a Defaulting Lender or upon such Lender and its Affiliates holding interests in excess of Borrowers 15% of the then outstanding Advances or Commitments, as applicable, whether as a Lender or a participant, unless the Borrower has consented to such aggregate holdings) upon at least five Business Days’ notice to such Lender and the Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (which consent including, without limitation, all or a portion of Borrowers its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall not be unreasonably withheld, delayed or conditionedof a constant, and shall not be required a varying, percentage of all rights and obligations under this Agreement, (1ii) if an Event except in the case of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is was a Lender or an Affiliate (other than individuals) assignment of all of a Lender) ’s rights and Agent obligations under this Agreement, the amount of the Commitment or Advances of the assigning Lender being assigned pursuant to each such assignment (which consent determined as of Agent shall not be unreasonably withheld, delayed or conditioned, the date of the Assignment and shall not be required in connection Acceptance with an assignment to a Person that, immediately prior respect to such assignment, is a Lender ) shall in no event be less than $5,000,000 or an Affiliate integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (other than individualsiii) each such assignment shall be to an Eligible Assignee, (iv) unless otherwise consented to by the Borrower, each such assignment made as a result of a Lender)demand by the Borrower pursuant to this Section 8.06(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.06(a) unless and until such Lender may assign and delegate to shall have received one or more assignees so long as payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such prospective assignee is an Eligible Transferee Lender, together with accrued interest thereon to the date of payment of such principal amount and, subject to Section 2.17, all other amounts payable to such Lender under this Agreement (eachincluding any amounts payable to such Lender by the Borrower pursuant to Section 8.04(c) if any Eurocurrency Rate Advances owing to such replaced Lender are assigned other than on the last day of the Interest Period relating thereto), and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an “Assignee”; Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment (not including the Borrower), provided, however, that no Loan Party or Affiliate in the case of each assignment made as a result of a Loan Party demand by the Borrower, such recordation fee shall be permitted payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to become an AssigneeEligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or any a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the Obligationseffective date specified in each Assignment and Acceptance, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) the assignee thereunder shall be a group of new Lenders, each of which is an Affiliate of each otherparty hereto and, to the extent that the aggregate amount to be rights and obligations hereunder have been assigned to all it pursuant to such new Lenders is at least $10,000,000); providedAssignment and Acceptance, howeverhave the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that Borrowers rights and Agent may continue obligations hereunder have been assigned by it pursuant to deal solely such Assignment and directly with such Lender in connection with Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the interest so assigned extent any claim thereunder relates to an Assignee until (i) written notice of event arising prior such assignment, together with payment instructions, addresses, ) and related information with respect be released from its obligations (other than its obligations under Section 7.08 to the Assignee, have been given extent any claim thereunder relates to Borrowers and Agent by an event arising prior to such Lender and the Assignee, (ii) such Lender assignment and its Assignee have delivered to Borrowers and Agent obligations under Section 8.07) 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 Agent has notified the assigning obligations under this Agreement, such Lender of its receipt thereof in accordance with Section 13.1(bshall cease to be a party hereto), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Loans and the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Letters of Credit); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, (ii) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings, such assignment shall cover a ratable amount of each Borrower’s Revolving Credit Outstandings, (iii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Parent Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and (iv) if such Eligible Assignee is not, prior to the date of such assignment, together with payment instructionsa Lender or an Affiliate or Approved Fund of a Lender, addresses, and related information with respect such assignment shall be subject to the Assignee, have been given to Borrowers and prior consent of the Administrative Agent by such Lender and the AssigneeParent Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 10.2, (iix) such Lender the consent of the Parent Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), be continuing and (iiiy) the Parent Borrower shall be deemed to have consented to any assignment unless waived it shall object thereto by Agent, written notice to the assigning Lender or Assignee has paid to Administrative Agent for Agent’s separate account a processing fee in the amount of $3,500within 5 Business Days after having received notice thereof.

Assignments and Participations. (a) With the prior written consent of Borrowers (which consent of Borrowers shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender) and Agent (which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that, immediately prior to such assignment, is a Lender or an Affiliate (other than individuals) of a Lender), any Each Lender may sell, transfer, negotiate or assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) Assignees all or any a portion of the Obligations, the Commitments and the other its rights and obligations hereunder (including all of such Lender hereunder its rights and under the other Loan Documents, in a minimum amount of $10,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other, obligations with respect to the extent that Term Loans, the aggregate amount to be assigned to all such new Lenders is at least $10,000,000Revolving Loans and the Letters of Credit); provided, however, that Borrowers (i)(A) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Agent may continue to deal solely and directly with Revolving Credit Commitments, such Lender in connection with assignment shall cover the interest so assigned to an Assignee until (i) written notice same percentage of such assignmentLender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Lender’s Term Loans and Term Loan Commitment, together with payment instructions, addresses, such assignment shall cover the same percentage of such Lender’s Term Loans and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the AssigneeTerm Loan Commitment, (ii) the aggregate amount being assigned pursuant to each such Lender and its Assignee have delivered to Borrowers and Agent an assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $1,000,000 or an integral multiple of $500,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent has notified the assigning or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of its receipt thereof in accordance with Section 13.1(b)such Lender, and (iii) unless waived by Agentif such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further,that, notwithstanding any other provision of this Section 11.2, the assigning Lender or Assignee has paid to Agent consent of the Borrower shall not be required for Agent’s separate account a processing fee in any assignment occurring when any Event of Default shall have occurred and be continuing. Any such assignment need not be ratable as among the amount of $3,500Term Loan Facility and the Revolving Credit Facility.