Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. 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 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.

Assignments by Lenders. 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 Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); providedprovided that, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iii) 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 Loans or the Commitment assigned; (ii) any assignment of a Commitment must be approved by the Administrative Agent and the LC Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not be unreasonably withheld; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 '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 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrowers otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not be unreasonably withheld; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 '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 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 (which minimum may be acquired by the assignee from two or an integral multiple of $1,000,000 in excess thereofmore assigning Lenders), unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by LC Issuer (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made Details Form in form satisfactory to a natural personAdministrative Agent. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of, of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 under both Tranches with respect to the Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH the Borrower and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights rights, benefits and obligations under this Agreement and the other Financing Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, however, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple U.S.$1,000,000 and increments of $1,000,000 U.S.$100,000 in excess thereof, unless each thereof (or the aggregate principal amount of the Administrative Agent and, unless an Event Loans of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayedthe assigning Lender); (ii) 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 Loans or the Commitment assignedAgreement; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance Agreement, together with a processing and recordation fee of $3,500 and U.S.$3,500; (iv) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (ivv) no assignment shall any corresponding Promissory Note must also be made to a natural personassigned together with the Lender’s rights and obligations. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 9.4(d), from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance Agreement, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance Agreement, have the rights and obligations of a Lender under this AgreementAgreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.13, 3.11, 3.12 2.14 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date2.15). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause Section 9.4(e). If requested by an assignee Lender, within ten Business Days after its receipt of notice from the Administrative Agent stating that the Administrative Agent has received and accepted the documents referred to in Section 9.4(d) and receipt of each applicable original predecessor Promissory Note (das described below), the Borrower shall execute and deliver to the Administrative Agent (for delivery to the relevant assignee Lender) a new Promissory Note evidencing such assignee Lender’s assigned Loans and, if the assignor Lender has retained Loans hereunder (and if requested by such Lender), a replacement Promissory Note in the principal amount of this Sectionthe Loans retained by the assignor Lender hereunder (such Promissory Note to be in exchange for, but not in payment of, the Promissory Note then held by such assignor Lender). The assignor Lender shall xxxx each predecessor Promissory Note “exchanged” and deliver each of them to the Borrower. Accrued interest on that part of each predecessor Promissory Note evidenced by a new Promissory Note issued to such assignee Lender, and accrued fees, shall be paid as provided in the Assignment and Acceptance Agreement. Accrued interest on that part of each predecessor Promissory Note evidenced by a replacement Promissory Note issued to the assignor Lender shall be paid to the assignor Lender.

Assignments by Lenders. 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 Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Company otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) any assignment must be approved (such approval not to be unreasonably withheld) by the Administrative Agent, the Swingline Lender and each Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate thereof (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and the acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.094.10, 3.114.11, 3.12 4.12, 4.13 and 9.04 13.3 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Loans its Loan at the time owing to it); provided, that (i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (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 for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in met. Assignments shall be subject to the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);following additional conditions: (iii) 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 Loans or the Commitment assigned;; and (iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000.00; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Advances or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and (iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s '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 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Commitments, the Loans at the time Advances owing to it); provided, provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances of the Class being assigned at the time owing to it 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, (A) the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject Commitments and Advances being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each without the prior written consent of the Administrative Agent andbe less than [__________]* (or if less, unless an Event the entire remaining Commitments of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayedthe assigning Lender); (ii) each partial assignment shall be made as any Lender making such an assignment may assign any percentage of a proportionate part Class of all the assigning Lender’s rights Advances and obligations under this Agreement with its Commitments related thereto without respect to the Loans or the Commitment percentage assigned, if any, of any other Class of Advances and related Commitments; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireAcceptance; and (iv) no assignment each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall be made pay to the Administrative Agent a natural person[__________]* processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such 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 3.092.8, 3.112.10, 3.12 9.4 and 9.04 9.5 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). 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 clause subsection (d) of this Section. *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans at the time owing to it); provided, however, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Commitments and Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000; (ii) 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 Loans or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and (iii) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation fee of $3,500 and the Eligible Assigneerecording fee. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made , any tax forms required under Section 2.11, and all documentation and other information requested by the Administrative Agent in order to a natural personcomply with requirements of the Act, applicable “know your customer” and anti-money laundering rules and regulations. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such 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 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting 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 clause paragraph (d) of this Section. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that (i) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender, the Administrative Agent (and, only during such time that at least a portion of the entire remaining amount of Commitments remains available, the assigning Lender’s Commitment and the Loans at the time owing Borrower) must give its prior written consent to it or such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Borrower and the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consent, (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement, (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 and 2,500 (unless such fee is waived by the Eligible AssigneeAdministrative Agent in its sole discretion), and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.;

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitments, the Advances owing to it, and the Loans participations in Letter of Credit Obligations at the time owing to it); provided, however, that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000; (ii) 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 Loans or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and (iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person$3,500 processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such 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 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting 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 clause paragraph (d) of this Section. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Advances and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments by Lenders. 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 Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrowers otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made . Notwithstanding anything to the contrary in this Section 11.8(b), a natural personLender may not assign its Commitment and/or the Loans owing to it to any Competitor except during the occurrence and continuation of an Event of Default. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect to the Loans or the Commitment thereto, assigned; ; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, the Borrower (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 clause subsection (d) of this Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. (i) 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 Commitments and the Loans at the time owing to it)) with the prior written consent of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender; and provided, further, that (ia) 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 Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a any Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender or Commitments subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent otherwise consents; provided that contemporaneous assignments to or by two or more Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above; and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iiib) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and Assumption, together with shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; andQuestionnaire and if required, applicable tax forms. (ivii) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionsubsection 9.1C, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the 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 3.09, 3.11, 3.12 subsections 2.9 and 9.04 9.2 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. An Eligible Assignee shall not be entitled to receive any greater payment under subsection 2.9 than the assigning Lender would have been entitled to receive with respect to the Loan or portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Borrower’s prior written consent. Any assignment or transfer sale by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause subsection 9.1D. (diii) Upon its receipt of, and consent to, a duly completed Assignment Agreement executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in subsection 9.1B(i)(b) above, if applicable, and the written consent of the Administrative Agent and any applicable tax forms, the Administrative Agent shall promptly (i) accept such Assignment Agreement and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this Sectionparagraph.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the 50 principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not be unreasonably withheld; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 '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 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline Loans) at the time owing to it); provided, 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 Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000; (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the 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 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their 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 clause Section 11.06(d). Each Lender, upon succeeding to an interest in the Commitments and Loans, represents and warrants as of the effective date of such Assignment and Acceptance that (di) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this SectionSection 11.06, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers up to three (3) months after the Closing Date or 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 1 million (provided that in excess thereofthe case of a simultaneous assignment by any assigning Lender of U.S. Term Loans and Canadian Term Loans held by such Lender, the principal outstanding balance of such Loans subject to such assignment shall be aggregated for purposes of determining such minimum assignment amount), unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.

Assignments by Lenders. 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 Commitments and the Loans at the time owing to it); provided, provided that: (i) with respect to any assignment of any Commitment and/or Loans, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, EUR5,000,000 unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 EUR3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver the applicable 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 clause subsection (d) of this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that) with the prior written consent (such consent not to be unreasonably withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an assignment (x) to a Lender, an Affiliate of a Lender, or an Approved Fund or (y) if an Event of Default has occurred and is continuing; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) 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 assignment of the entire remaining amount of the assigning Lender’s Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the (x) assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple and (y) assignee Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall be at least $1,000,000 5,000,000, in excess thereof, each case unless each of the Borrower and the Administrative Agent andotherwise consent, unless provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (iiB) 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 Loans or the Commitment assignedAgreement; (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500; and (D) the Eligible Assigneeassignee, if it shall is not be currently a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and. (iviii) no assignment shall be made to a natural person. Subject to notice to KCMH Section 12.04(b)(iv) and the acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionthereof, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.09Section 5.01, 3.11Section 5.02, 3.12 Section 5.03 and 9.04 with respect to facts and circumstances occurring prior to such Assignment DateSection 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 12.04 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 clause Section 12.04(c). (div) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this SectionAgreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee is already a Lender), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)Agreement; provided, however, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000.00; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment Advances assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and (iv) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recordation recording fee of $3,500 and the Eligible Assigneeshall, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s '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 3.092.13, 3.112.14, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made . Notwithstanding anything to the contrary in this Section 11.8(b), a natural personLender may not assign its Commitment and/or the Loans owing to it to any Competitor except during the occurrence and continuation of an Event of Default. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $1,000,000 in excess thereof5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made . Notwithstanding anything to the contrary in this Section 11.8(b), a natural personLender may not assign its Commitment and/or the Loans owing to it to any Competitor except during the occurrence and continuation of an Event of Default. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 1663651.11-New York Server 7A - MSW 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 3.09, 3.11, 3.12 9.3 and 9.04 9.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Loans Term Loan at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Term Loan 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 for this purpose includes Loans the Term Loan outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Term Loan of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, 500,000 unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assignedits Term Loan; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee shall not be reimburseable by any Loan Party), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Commitment, its Notes and the Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than U.S. $5,000,000 or an integral multiple 5,000,000, in the case of $1,000,000 any assignment in excess thereof, respect of the Revolving Credit unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment or any Affiliate of any such Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 8.4 and 9.04 10.11 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the or 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.1, 3.113.9, 3.12 3.10, 3.11 and 9.04 10.5 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. In the case of any assignment of a Loan evidenced by a Lender Note, the Borrower (at its expense) shall execute and deliver a Lender 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 clause subsection (d) of this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (c)(ii) below, any Lender may at any time assign to one or more Eligible Assignees Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations under this Agreement the Loan Documents (including all or a portion of its Commitment and the Term Loans at the time owing to it); provided) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent, that (i) except in provided that no consent of the case of Administrative Agent shall be required for an assignment of any Commitment or of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Term Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)consents; (iiB) 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 and the Loans or the Commitment assigned;other Loan Documents; and (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement in form and Assumption, together with a processing and recordation fee of $3,500 and substance reasonably satisfactory to Administrative Agent. For the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) purposes of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”Section 13.05(c), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment term “Approved Fund” and Assumption, “Ineligible Assignee” have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.following meanings:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitments, the Advances owing to it, and the Loans participations in Letter of Credit Obligations at the time owing to it); provided, however, that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000; (ii) 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; (iii) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 processing and recording fee; and (iv) 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 its Commitment and all its Advances. For the Loans avoidance of doubt, no Lender may make an assignment of all or the Commitment assigned; (iii) the parties a portion of its rights and obligations with respect to each assignment shall execute Tranche A Revolving Advances, its Commitments and deliver to the Administrative Agent an Assignment and AssumptionTranche B Advances on a non-pro rata basis. Upon such execution, together with a processing and recordation fee of $3,500 and the Eligible Assigneedelivery, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such 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 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting 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 clause paragraph (d) of this Section. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Advances and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments by Lenders. 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it(including for purposes of this subsection (b); provided, that provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 's 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's Loans and Commitments, and rights and obligations under this Agreement with respect to the Loans or the Commitment thereto, assigned; ; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an loan administrative questionnaire in form and substance reasonably acceptable to Administrative Questionnaire; and (iv) no assignment shall be made to a natural personAgent. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). Upon request, each Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. Any Each Lender may at any time assign to one or more ---------------------- Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including without limitation all or a portion of its Commitment Commitment) and the Loans at the time owing to it)other Loan Documents; provided, thathowever, that each of the --------- -------- following conditions must be satisfied: (i) except in unless the case of an assignment assignee is (prior to the effective time 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 assignment) an assignment to a existing Lender or an Affiliate of a Lender or an Approved Fund with respect to a existing Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an if no Event of Default has occurred and is continuing, KCMH otherwise the Borrower must give their prior written consent to such assignment (which consents (each such consent shall not to be unreasonably withheld or delayed);, (ii) each partial such assignment shall be made as an assignment of a proportionate part constant, and not a varying percentage of all the assigning Lender’s 's interests, rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and the Borrower's acceptance, an Assignment and AssumptionAcceptance Agreement in form and content satisfactory to the Agent (the "Assignment and Acceptance"), together with (A) any Note subject to such -------------------------- assignment, and, (B) unless the -77- assignee is at the time of such assignment also a Lender hereunder, a processing and recordation fee of $3,500 3,500, and (C) reimbursement for fees of Agent's counsel in connection with services rendered and other costs and expenses in respect of such assignment (which amounts are payable by the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; applicable assignee and assignor) and (iv) no Lender may make a partial assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by if the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent aggregate amount of the interest Commitment assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement is less than Five Million Dollars (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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section$5,000,000).

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees (except to the Borrower (other than pursuant to clause (b)(vi) below) or any of the Borrower’s Affiliates or Subsidiaries or to natural Persons or a Disqualified Lender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Initial Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of: (A) the Borrower; provided that no consent of the Borrower shall be required (1) if an Event of Default under Sections 7.01(a), (b), (h) or (i) exists, (2) in the case of an assignment to any Lender or an Affiliate of any Lender, (3) if a Demand Failure Event has occurred, (4) in the case of an assignment of Extended Term Loans or (5) in the case of an assignment to an Approved Fund; provided, that that the Borrower shall be deemed to have consented to any assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and (iB) the Administrative Agent (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 by a Lender or to an Affiliate of a Lender or such Lender). (ii) Each assignment will (i) be in an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000 or, unless each if less, all of the Administrative Agent and, unless an Event of Default has occurred such Lenders’ remaining Loans and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall will be made as an assignment by novation that will release the obligation 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;. (iii) the The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assigneeassignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; andQuestionnaire and any tax forms required to be delivered under Section 2.14(e). (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cb)(v) of this SectionSection 9.04, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 2.13 and 9.04 9.03 (with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment)). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 9.04 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 clause paragraph (dc) of this SectionSection 9.04. (v) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Initial Commitment of, and principal amount (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, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice (it being understood that no Lender shall be entitled to view any information in the Register except such information contained therein with respect to the type and amount of Obligations owing to such Lender). (vi) Notwithstanding anything to the contrary in this Agreement, the Borrower may, from time to time, purchase or prepay Initial Loans, in each case, on a non-pro rata basis through Dutch auction procedures open to all Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent; provided that: (A) at the time of such assignment, no Default or Event of Default shall have occurred or be continuing; (B) as a condition to each assignment pursuant to this Section 9.04(b)(vi), the Administrative Agent shall have been provided with a writing from the Borrower whereby the Borrower represents and warrants as of the date of such assignment, that neither the Borrower nor any of its Affiliates, as of the effective date of any assignment to such Borrower, is in possession of any information regarding the Borrower or any of its Affiliates, the assets of the Borrower or any of its Affiliates, securities of the Borrower or any of its Affiliates, the Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to enter into any such assignment and that has not previously been disclosed to the Administrative Agent and the Lenders; and (C) any Initial Loans purchased or prepaid by the Borrower acting in accordance with this Section 9.04(b)(vi) shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder.

Assignments by Lenders. 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 Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) 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 Loans or the Commitment assigned; , except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 2,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline 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 Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000; (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no . For the avoidance of doubt, any assignment of Non-Extending Commitments or Loans with respect thereto shall be made continue to a natural personconstitute Non-Extending Commitments hereunder. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the 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 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their 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 clause (d) of this SectionSection 11.06(d).

Assignments by Lenders. 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 Loans its Loan at the time owing to it); provided, that (i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (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 for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its reasonable discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in met. Assignments shall be subject to the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);following additional conditions: (iii) 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 Loans or the Commitment assigned;; and (iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent (such consent not be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 10.06(c), from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05 and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 Section 10.06(b) 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 clause (d) of this SectionSection 10.06(d).

Assignments by Lenders. 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 Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); providedprovided that, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default under Sections 8.01(a) or (b) or sub-clauses (i), (ii) or (iii) of Section 8.01(i) has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);; provided, further, that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is met. Assignments shall be subject to the following additional conditions: (iii) 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 Loans or the Commitment assigned;; and (iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that: (i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments, if any, and the Loans at the time owing to it it, or (B) in the case of an assignment to a Lender or an Affiliate and the assigning Lender retains a Commitment of a Lender or an Approved Fund with respect to a Lender$5,000,000, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee payable by such assignor Lender (and not at Borrower’s expense) of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.2, 3.113.3, 3.12 3.7 and 9.04 3.8 and Section 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender against receipt by Borrower of the canceled original Note of the assignor, if its entire Commitment was assigned, or evidence that such assignor’s Note is marked to reflect its reduction.. 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 clause subsection (d) of this Section. Each Eligible Assignee of a Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, must (to the extent it has not already done so) provide Administrative Agent and Borrower with the “Prescribed Forms” referred to in Section 3.8(d).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Revolving Commitments, the Revolving Advances owing to it, and the Loans participations in Letter of Credit Obligations) at the time owing to it); provided, however, that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time Revolving Advances owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Revolving Commitments and Revolving Advances of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple 5,000,000, and, after giving effect thereto, the assigning Lender shall have Revolving Commitments and of at least $1,000,000 5,000,000, in excess thereof, each case unless each of otherwise agreed to by the Borrower and the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)Agent; (ii) 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 Loans or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with Acceptance; and (iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance $3,500 processing and recording thereof by fee. Any such assignment need not be ratable as among the Facilities. Upon satisfaction of clauses (i) – (iii) above, the Administrative Agent shall accept and record such Assignment and Assumption pursuant to clause paragraph (c) of this Section, and from and after the Assignment Date effective date specified in each such Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such 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 3.092.09, 3.112.11, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment). 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans Term Loan at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and 's portion of the Loans Term Loan 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans portion of the Term Loan of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or portion of the Commitment Term Loan assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 '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 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (at its expense) shall execute and deliver a Term Loan 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 clause subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time sell, assign or transfer to one or more Eligible Assignees Assignees, upon the giving of notice to the Borrower and the Appropriate Administrative Agent, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment(s) and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to itit or other Obligations); provided, provided that: (i) except (a) 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 it, which such amount is less than the applicable minimum transfer amount set forth below, or (b) 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Appropriate Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of (I) $1,000,000 in excess thereofthe case of an assignment of Term Loans and (II) in the case of an assignment of Revolving Loans and Revolving Credit Commitments, $2,500,000, unless each of the Appropriate Administrative Agent and, unless an so long as no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to an assignment of Term Loans unless it shall have objected thereto by written notice to the Appropriate Administrative Agent within seven (7) Business Days after having received notice thereof; 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; (ii) 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 Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Revolving Credit Commitment or a Revolving Loan must be approved by the Facilities Administrative Agent, any L/C Issuer and any Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Lender or an Affiliate of a Revolving Lender; (iv) the parties to each assignment shall execute and deliver to the Appropriate Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (provided however, that (i) the Appropriate Administrative Agent may in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (ii) the Appropriate Administrative Agent does hereby waive such processing and recordation fee in connection with an assignment by or to Xxxxxxx Xxxxx Lending Partners LLC or any Affiliate thereof or in the case of an assignee which is already a Lender or is an affiliate or Approved Fund of a Lender or a Person under common management with a Lender) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Appropriate Administrative Agent an Administrative QuestionnaireQuestionnaire and such forms, certificate or other evidence, if any, as the assignee under such Assignment and Assumption may be required to deliver pursuant to Section 3.01; (v) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Appropriate Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Appropriate Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Appropriate Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Laws without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs; and (ivvi) no pro rata assignments shall not be required and each assignment shall be made to of a natural personuniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and related Commitments. Subject to notice to KCMH and acceptance and recording thereof in the applicable Register by the Appropriate Administrative Agent pursuant to clause subsection (cd) of this Section, from and after the Assignment Date closing date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09Section 3.01 (subject to the requirements and limitations therein, 3.11including the requirements of Section 3.01(e)), 3.12 3.04, 3.05 and 9.04 10.04 with respect to facts and circumstances occurring prior to the closing date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of such Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

Assignments by Lenders. 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 5,000,000, in the case of any assignment in respect of a revolving facility, or an integral multiple $1,000,000, in the case of $1,000,000 any assignment in excess thereofrespect of a term facility, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment commitment assigned; (iii) any assignment of a commitment must be approved by Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender with a commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (ivv) no such assignment shall be made (x) to Borrower or any of Borrower’s Affiliates or Subsidiaries, or (y) 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 (y), or (z) to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements, of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline 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 Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5 million; (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this SectionSection 11.06, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the 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 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their 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 (b) 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 clause Section 11.06(d). Each Lender, upon succeeding to an interest in the Commitments and Loans, represents and warrants as of the effective date of such Assignment and Acceptance that (di) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this SectionSection 11.06, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

Assignments by Lenders. Any Each Lender may at any time assign to one or more Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including all or a portion of its Commitment Commitment) and the Loans at the time owing to it)other Loan Documents; provided, that however, that with respect to any assignment, (i) except in unless the case of an assignment assignee is (prior to the effective time 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 assignment) an assignment to a existing Lender or an Affiliate of a Lender or an Approved Fund with respect to a existing Lender, the aggregate amount Administrative Agent and, if no Event of Default has occurred and is continuing, Multicare (on behalf of the Commitment Borrowers) must give their prior written consent to such assignment (which for this purpose includes Loans outstanding thereunderconsents shall not be unreasonably withheld), (ii) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment (determined as of the date the Assignment shall execute and Assumption with respect deliver to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuingcontinuing Multicare (on behalf of the Borrowers), KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent for their acceptance, an Assignment and AssumptionAcceptance Agreement in substantially the form of Exhibit F hereto (the "Assignment and Acceptance"), together with (A) any Note subject to such assignment, and (B) a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to 3,500.00 or such lesser amount as is required for the Administrative Agent to receive an Administrative Questionnaire; and aggregate amount equal to $3,500.00 under this Agreement and the Acquisition Corp. Credit Agreement in respect of such transfer, (iii) with respect to any assignment of or interest hereunder, such Lender shall contemporaneously assign to the same assignee a proportionately equal amount of its interest in the Acquisition Corp. Credit Agreement, (iv) no Lender may make a partial assignment shall be made if the amount of its portion of the Commitment and (without duplication) the outstanding Loans, together with the amount of its interest under the Acquisition Corp. Credit Agreement assigned in accordance with clause (vi) below is, or after giving effect to the proposed assignment would be, less than Ten Million Dollars ($10,000,000.00), (v) unless the assignee is (prior to the effective time of the assignment) a natural person. Subject Lender hereunder, the aggregate amount of any interest so sold to notice to KCMH and acceptance and recording thereof by the Administrative Agent any assignee pursuant to any partial assignment hereunder, together with the aggregate amount so sold to such assignee in accordance with clause (cvi) below may not be less than Ten Million Dollars ($10,000,000.00), and (vi) with respect to any assignment of this Sectionan interest hereunder, the assigner shall contemporaneously assign to the same assignee a proportionately equal amount of its interest under the Acquisition Corp. Credit Agreement. "Partial assignment" as used in clauses (iv) and (v) above means any assignment of a Lender's rights and obligations hereunder except an assignment of all of such Lender's rights and obligations such that after the assignment such Lender shall have no Commitment and no interest in any Loans or Letters of Credit hereunder. Upon compliance with clauses (i) through (vi) above, from and after the Assignment Date effective date specified in each the relevant Assignment and Assumption Acceptance, (an “Assignment Date”), x) the Eligible Assignee thereunder assignee shall be a party to this Agreement andand the other Loan Documents to which the assignor was a party, and to the extent of the interest assigned by provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, Agreement and under the other Loan Documents and (y) the assigning Lender thereunder shall, to the extent of the interest assigned by provided in such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in and 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Sectionother Loan Documents.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees banks, financial institutions or other institutional lenders all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided, provided that (i) the assignee is not a Regulation U Bank and the assignee funds the purchase price of its assignment from, and from sources, outside the United States, (ii) the Borrower must be promptly notified of such assignment, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing Administrative Agent must give its prior written consent to it such assignment (which consent shall not be unreasonably withheld or delayed), (iv) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectassigning Lender’s Loan, the principal outstanding balance amount of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, thereof unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consents, (iiv) 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 Loans or the Commitment assigned;Agreement, (iiivi) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption (such Assignment and Assumption to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent, which shall initially be the settlement system of ClearPar, LLC, or (B) manually executed and delivered together with with, unless such assignment shall be to a Lender or an Affiliate of a Lender, a processing and recordation fee of $3,500 and 3,500), (vii) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; Questionnaire and any applicable tax forms as may have been requested by the Borrower, (viii) the assignee confirms the appointment and duties of the Administrative Agent and the Collateral Agent under Article VIII, (ix) the parties to each such assignment shall execute and deliver to each of the Agents a Spanish Assignment Agreement, notarized and apostilled as provided in paragraph (e) of this Section, and (ivx) no the parties to each such assignment shall be made shall, to the extent they have theretofore not delivered an Agent’s Power of Attorney, duly execute and deliver to the Collateral Agent a natural personduly executed, notarized and apostilled Agent’s Power of Attorney. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.08, 3.112.09, 3.12 2.10 and 9.04 with respect 9.03 and shall continue to facts and circumstances occurring prior be obligated pursuant to such Assignment DateSection 9.14). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (df) of this Section.

Assignments by Lenders. 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 Loans its Loan at the time owing to it); provided, that (i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (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 for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in met. Assignments shall be subject to the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);following additional conditions: (iii) 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 Loans or the Commitment assigned;; and (iiiii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(f). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (c)(ii) below, any Lender may at any time assign to one or more Eligible Assignees Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations under this Agreement the Loan Documents (including all or a portion of its Commitment and the Term Loans at the time owing to it); provided) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent, that (i) except in provided that no consent of the case of Administrative Agent shall be required for an assignment of any Commitment or of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Term Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof500,000, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)consents; (iiB) 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 and the Loans or the Commitment assigned;other Loan Documents; and (iiiC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement in form and Assumption, together with a processing and recordation fee of $3,500 and substance reasonably satisfactory to Administrative Agent. For the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) purposes of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”Section 13.05(c), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment term “Approved Fund” and Assumption, “Ineligible Assignee” have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.following meanings:

Assignments by Lenders. 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 Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) 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 Loans or the Commitment assigned; , except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans its Loan at the time owing to it); provided, that (i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (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 for this purpose includes Loans outstanding thereunderx) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Lender, if less or (y) such assignment (determined lesser amount as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” may agree to in its discretion); provided further that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);met. (iii) 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 Loans or the Commitment assigned; (ii) any assignment of a Commitment must be approved by the Administrative Agent (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iii) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive or reduce in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural personQuestionnaire and any tax forms required under Section 3.01(e). Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided, thatit);providedthat: (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 or Related Fund of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, 500,000 unless each of Borrower and the Administrative Agent andotherwise consent; (ii) except in the case of an assignment to a Lender oran Affiliate orRelated Fund of a Lender, unless an Event of Default has occurred and is continuingthe Administrative Agent must give its prior written consent to such assignment, KCMH otherwise consents (in each such consent case not to be unreasonably withheld withheld, conditioned or delayed); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Commitment assignedAgreement; (iiiiv) except in the case of an assignment to an Affiliate, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and 3,500; (v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (ivvi) no assignment the Borrower’s consent shall be made to required if the assignee is (x) a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause direct competitor of ExxonMobil (c) of this Sectionor any Person that owns, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”)directly or indirectly, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent at least majority of the interest assigned Capital Stock of any such direct competitor) or (y) any Person whose primary investment strategy is purchasing credits of companies in financial distress, including any such Person that is or would reasonably be recognized or categorized as a vulture fund by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, reputable institutions that are participants 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.financial markets;

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that (i) except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in the case of it, (B) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a LenderLender or (C) an assignment at any time that an Event of Default shall have occurred and be continuing, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)1,000,000; (ii) 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 Loans or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Collateral Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; (iii) each Eligible Assignee (other than an Eligible Assignee that is a Lender or an Affiliate of a Lender) shall pay to the Collateral Agent a $3,500 processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnairerecording fee; and (iv) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Collateral Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Collateral Agent, the applicable Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Collateral Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Legal Requirements without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a natural personDefaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Collateral Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such 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 3.092.08, 3.112.10, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that: (i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments, if any, and the Loans at the time owing to it it, or (B) in the case of an assignment to a Lender or an Affiliate and the assigning Lender retains a Commitment of a Lender or an Approved Fund with respect to a Lender$5,000,000, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee payable by such assignor Lender (and not at Borrower’s expense) of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.2, 3.113.3, 3.12 3.6 and 9.04 3.7 and Section 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender against receipt by Borrower of the canceled original Note of the assignor, if its entire Commitment was assigned, or evidence that such assignor’s Note is marked to reflect its reduction.. 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 clause subsection (d) of this Section. Each Eligible Assignee of a US Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, must (to the extent it has not already done so) provide Administrative Agent and Borrower with the “Prescribed Forms” referred to in Section 3.7(d).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided, that provided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender (other than in the case of an assignment to such an Affiliate that would impose costs on the Borrower pursuant to Section 2.12 or 2.14 in excess of those costs incurred prior to such assignment), each of the entire remaining amount of the assigning Lender’s Commitment Borrower and the Loans at the time owing each Administrative Agent must give their prior written consent to it or such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectassigning Lender's Commitment(s), the principal outstanding balance amount of the Loans Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgents) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Borrower and each Administrative Agent andotherwise consent, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; Agreement, (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent Agents an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 3,500, and (v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent Agents an Administrative Questionnaire; and provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under Section 8.01(f), (ivg) no assignment shall be made to a natural personor (i) has occurred and is continuing. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.12, 3.112.13, 3.12 2.14 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section10.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 '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 3.09, 3.11, 3.12 Article III and 9.04 Section 10.4 and Section 10.12 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans at the time Advances owing to itto); provided, however, that (i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned at the time owing to it or (B) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a such Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orCommitments and Advances, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)20,000,000; (ii) 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 Loans or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and (iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person$5,000 processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s '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 3.092.07, 3.112.09, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Date. 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 clause (d) of this Sectionassignment).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments or the Loans at the time owing to itAdvances); provided, however, that (i) except (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans Advances being assigned at the time owing to it or (B) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a such Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) orCommitments and Advances, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning such Lender subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)500,000; (ii) 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 Loans or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its execution, acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; and (iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person$3,500 processing and recording fee. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such Lender’s '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 3.092.07, 3.112.09, 3.12 9.04 and 9.04 9.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Date. 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 clause (d) of this Sectionassignment).

Assignments by Lenders. 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 Loans its Loan at the time owing to it); provided, that (i) except in provided that the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans any such assignment shall be at the time owing to it least $1,000,000 (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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent orLender, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayedless); (iii) 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 Loans or the Commitment assigned;; and (iiiii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, which the Administrative Agent may waive in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) Questionnaire and any tax forms required under Section 3.01(e), but no processing and recordation fee may be charged with respect to any assignment shall be made to a natural personLender or an Affiliate of a Lender. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause subsection (d) of this Section.

Assignments by Lenders. 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 5,000,000, in the case of any assignment in respect of a revolving facility, or an integral multiple $1,000,000, in the case of $1,000,000 any assignment in excess thereofrespect of a term facility, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made Questionnaire in form satisfactory to a natural personAdministrative Agent. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment provided that only one such fee shall be made required in connection with a concurrent assignment by a Lender to a natural personone or more Approved Funds. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.1, 3.113.4, 3.12 3.5, and 9.04 11.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrower (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 clause 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 clause (d) of this Section.

Assignments by Lenders. (i) Any Lender may at any time assign all, or if less than all, a fixed portion, of its Loans and/or Commitments (in each case together with a proportional interest in the Security Documents governed by Swedish law, if any) and its rights and obligations hereunder to one or more Eligible Assignees all or Assignees, each of which shall become a portion of its rights and obligations under party to this Agreement as a Lender by execution of an Assignment Agreement (including all or together with a portion processing and recordation fee to the Administrative Agent of its Commitment and $3,500 (unless waived by the Loans at the time owing to itAdministrative Agent in any given case)); provided, that however, that (iA) except in the case of (x) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it and/or Commitments or in the case of (y) an assignment to a Lender or another Lender, an Affiliate of a such Lender or an Approved Fund with respect to a such Lender, the aggregate amount of the Commitment so assigned (which for this purpose includes Loans outstanding thereunderthe Loans (ii) orTo the extent of any assignment pursuant to this subpart (c), if the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (iii) At the time of each assignment pursuant to this subpart (c), to a Person that is not already a Lender hereunder, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the applicable Commitment is not then Internal Revenue Service Forms and all other documentation described in effectSection 3.03(g). (iv) With respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal outstanding balance of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the Borrower) with respect to ownership of such Commitment and Loans, including the name and address of the Lenders and the principal amount of the Loans of (and stated interest thereon). Prior to such recordation, all amounts owing to the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to this subpart (c). (v) Nothing in this Section shall prevent or prohibit (A) any Lender that is delivered a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank, central banking authority or to any Person that extends credit to such Lender in support of borrowings made by such Lender from such Federal Reserve Bank, central banking authority or such other Person, or (B) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder. (vi) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent orin an aggregate amount sufficient, if “Trade Date” is specified in upon distribution thereof as appropriate (which may be outright payment, purchases by the Assignment and Assumptionassignee of participations or subparticipations, as or other compensating actions, including funding, with the consent of the Trade Date) shall Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereoffunded by the Defaulting Lender, unless to each of which the Administrative Agent andapplicable assignee and assignor hereby irrevocably consent), unless an Event of Default has occurred to (x) pay and is continuing, KCMH otherwise consents (each satisfy in full all payment liabilities then owed by such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver Defaulting Lender to the Administrative Agent an Assignment Agent, each Lender hereunder (and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”interest accrued thereon), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights (y) acquire (and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 fund as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.appropriate)

Assignments by Lenders. 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 Commitment, its Notes and the Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than U.S. $5,000,000 or an integral multiple 5,000,000, in the case of $1,000,000 any assignment in excess thereof, respect of the Revolving Credit unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 8.4 and 9.04 10.11 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) shall not be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent (such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate of such Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees who are in the business of making revolving loans all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, provided that (i) each Issuing Lender and, except in the case of an assignment to a Lender or an Affiliate of a Lender, the entire remaining amount Administrative Agent (and (A) in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its Swingline Exposure, the assigning Lender’s Commitment Swingline Lender and (B) unless a Default shall have occurred and be continuing, the Loans at the time owing Borrower) must give its prior written consent to it such assignment (which consents shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consents, (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement, (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance (such Assignment and Acceptance to be (A) electronically executed and delivered to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent, which shall initially be the settlement system of ClearPar, LLC, or (B) manually executed and delivered together with a processing and recordation fee of $3,500 and 3,500), and (v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall Questionnaire and any applicable tax forms as may be made to a natural personrequested by the Administrative Agent. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.a

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans Advances owing to it, participations in Letter of Credit Obligations) at the time owing to it); provided, however, that (i) except in the case of (A) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances being assigned at the time owing to it or in the case of it, (B) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a LenderLender or (C) an assignment at any time that an Event of Default shall have occurred and be continuing, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Commitments and Advances of the Loans of the assigning such Lender subject assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Dateassignment) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the borrowers, the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH the Issuing Bank otherwise consents (each such consent not to be unreasonably withheld or delayed)consent; (ii) 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 Loans or the Commitment assigned; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with Acceptance; (iii) each Eligible Assignee (other than an Eligible Assignee that is a processing and recordation fee Lender or an Affiliate of $3,500 and the Eligible Assignee, if it shall not be a Lender, ) shall deliver pay to the Administrative Agent an a $3,500 processing and recording fee unless waived by the Administrative QuestionnaireAgent; and (iv) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable Pro Rata Share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Legal Requirements without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a natural personDefaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to notice to KCMH and Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption Acceptance, (an “Assignment Date”), A) the Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, hereunder and the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the assigning such 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 3.092.08, 3.112.10, 3.12 10.04 and 9.04 10.05 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, that provided that any such assignment shall be subject to the following conditions: (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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an Event of so long as no Default has occurred and is continuing, KCMH the Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); ; and (ii) 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 Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 4,000, and the Eligible Assigneeassignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.0910.05, 3.11, 3.12 10.06 and 9.04 11.03 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause paragraph (d) of this Section.

Assignments by Lenders. 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 Loans at the time owing to it); provided, provided that: (a) except if (i) except an Event of Default has occurred and is continuing or (ii) 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 (iii) 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 or Loan being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof10,000,000, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents to a lower amount (each such consent not to be unreasonably withheld or delayed); ; (iib) 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 Loans Loan or the Commitment assigned; ; - 125 - CREDIT AGREEMENT (c) any assignment must be approved by the Administrative Agent and Master Borrower (such approval not to be unreasonably withheld or delayed), after consultation with the Borrowers, unless: (i) the proposed assignee is itself already a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender; (ii) the proposed assignee is the Administrative Agent or the Issuing Bank; or (iii) an Event of Default has occurred and is continuing; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this SectionSection 14.3, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09Section 4.10 and Section 15.8, 3.11and shall continue to be liable for any breach of this Agreement by such Lender, 3.12 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance Section 14.4. Any payment by an assignee to an assigning Lender in connection with clause (d) of this Sectionan assignment or transfer shall not be or be deemed to be a repayment by the Borrowers or a new Loan to the Borrowers.

Assignments by Lenders. 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 Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an any assignment of a proportionate part of all Commitment must be approved by Administrative Agent and L/C Issuer unless the assigning Lender’s rights and obligations under this Agreement with respect to Person that is the Loans proposed assignee is itself a Lender (whether or not the Commitment assigned;proposed assignee would otherwise qualify as an Eligible Assignee); and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this SectionSection 11.06, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender provided assignor Lender returns to Borrower any Note issued to it. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Commitments and the Loans at the time owing to it); provided, provided that: (i) with respect to any assignment of any Commitment and/or Loans, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, CN$5,000,000 unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 CN$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.3.04,

Assignments by Lenders. Any Except to the extent that any assignments of Tranche II Revolver Loans may be governed by the provisions of the agreement or other writing referenced in Subsection 1.1(c) (Tranche II Revolver Loans) above, each Lender and the Issuer may at any time assign to one or more Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including all or a portion of its Commitment Commitment) and the Loans at the time owing to it)other Loan Documents; provided, thathowever, that with respect to any assignment, (i) except in unless the case of an assignment assignee is (prior to the effective time of the entire remaining amount of assignment) an existing Lender or the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender Issuer or an Affiliate of a an existing Lender or an Approved Fund with respect to a Lenderthe Issuer, the aggregate amount Administrative Agent and, if no Event of Default has occurred and is continuing, Genesis (on behalf of the Commitment Borrowers) must give their prior written consents to such assignment (which for this purpose includes Loans outstanding thereunderconsents shall not be unreasonably withheld), (ii) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject parties to each such assignment (determined as of the date the Assignment shall execute and Assumption with respect deliver to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents Genesis (each such consent not to be unreasonably withheld or delayedon behalf of the Borrowers); (ii) 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 Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent , for their acceptance, an Assignment and AssumptionAcceptance Agreement in substantially the form attached hereto as Exhibit I (an "Assignment and Acceptance"), together with (A) any Note subject to such assignment and (B) a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to 3,500.00 (or such lesser amount as is required for the Administrative Agent to receive an Administrative Questionnaire; and (iv) no assignment shall be made aggregate amount equal to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations $3,500.00 under this Agreement and the Multicare Credit Agreement in respect of such transfer), (and, in iii) no Lender may make a partial assignment if the case amount of an Assignment and Assumption covering all its portion of the assigning Lender’s rights Commitment and obligations (without duplication) the outstanding Loans and Letter of Credit Participations, together with the amount of its interest under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender of rights or obligations under this Multicare Credit 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 assigned in accordance with clause (dv) below, is, or after giving effect to the proposed assignment would be, less than Five Million Dollars ($5,000,000.00), (iv) unless the assignee is (prior to the effective time of this Sectionthe assignment) the Issuer or a Lender hereunder, the aggregate amount of any interest so sold to any assignee pursuant to any partial assignment hereunder, together with the aggregate amount so sold to such assignee in accordance with clause (v) below, may not be less than Five Million Dollars ($5,000,000.00), and (v) with respect to any assignment of an interest in any Tranche hereunder except with respect to any interest in RC Loans and RC Commitments, the assignor Lender shall contemporaneously assign to the same assignee a proportionately equal amount of its interest in the same Tranche under the Multicare Credit Agreement. The requirements set forth in paragraphs (iii) and (iv) above and the requirement as to an assignee being an Eligible Institution shall not apply to certain assignments approved by the Administrative Agent and Genesis (on behalf of the Borrowers) prior to the Closing Date.

Assignments by Lenders. 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 Loans at the time owing to it)Agreement; provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term 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 for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Company otherwise consents consent (each such consent not to be unreasonably withheld or delayeddelayed and such approval to be deemed to have been given if a response is not received within five Business Days from the date on which request for approval was received by the applicable Person); (ii) 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 Term Loans or the Commitment assigned; (iii) [Intentionally Omitted]; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAgreement, together with a processing and recordation fee of $3,500 in the case of assignments not made using an electronic settlement system (with only one such fee to be payable in connection with concurrent assignments of Approved Funds and/or Affiliates of Lenders that are Related Parties), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural personQuestionnaire and if required, applicable tax forms. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Sectionsubsection 10.1C, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, Agreement. be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the 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 3.09, 3.11, 3.12 subsections 2.7 and 9.04 10.2 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph 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 clause (d) of this Section.subsection 10.1 D.

Assignments by Lenders. 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in form satisfactory to Administrative Agent; and (iv) no such assignment shall be made (x) to Company or any of Company’s Affiliates or Subsidiaries, or (y) to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of, of Sections 3.093.2, 3.113.4, 3.12 3.5 and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Loans Loan at the time owing to it); provided, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Loan 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Loan of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an so long as no Event of Default has occurred and is continuing, KCMH the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans or the Commitment Loan assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.093.01, 3.113.04, 3.12 3.05, and 9.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Commitments or Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and the Loans Swingline 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 Lenderit, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the such “Trade Date) ”, shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)5,000,000; (ii) 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 Loans or the Commitment assigned;; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the 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 3.093.01, 3.113.04, 3.12 3.05 and 9.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such Assignment Dateassignment. Upon request, the Borrowers (at their 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 clause (d) of this SectionSection 11.06(d).

Assignments by Lenders. 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 Loans at the time owing to it); provided, that (i) except in the case Each Lender may, with consent 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered Borrower to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an extent no Event of Default has occurred and is continuingcontinuing (which consent shall not be unreasonably withheld), KCMH otherwise consents assign any of its Loans, its Note and its Commitment to an Approved Fund (each with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent not by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to be unreasonably withheld another Lender or delayed)an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (iiB) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Lender's Loans and Commitment; (C) each partial such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made as an assignment in such manner so that the same portion of a proportionate part of all the assigning Lender’s rights its Loans and obligations under this Agreement with respect Commitment is assigned to the Loans or the Commitment assignedrespective assignee; (iiiD) upon execution and delivery by the parties assignee (even if already a Lender) to each assignment shall execute Borrower and deliver to the Administrative Agent of an Assignment and AssumptionAssumption pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, together with and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recordation recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500 3,500.00) and the Eligible Assigneereasonable fees and disbursements of Administrative Agent's counsel incurred in connection therewith. The assignee, if it shall is not be already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (ivE) for the avoidance of doubt, no assignment consent of Borrower shall be made required for any assignment to a natural person. Subject to notice to KCMH any Person after the occurrence and acceptance and recording thereof by during the Administrative Agent pursuant to clause continuance of an Event of Default. (cii) of this Section, from From and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.092.6(d), 3.113.6, 3.12 3.10 and 9.04 10.28); provided, however, that in no event shall such assigning Lender be released with respect to facts and circumstances occurring any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such Assignment Dateassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 10.6(b) 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 clause Section 10.6(b). (diii) The words "execution," "signed," "signature," and words of this Sectionlike import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, thatprovided that 364-Day Credit Agreement (i) except in the case of an assignment to a Lender or a Lender Affiliate, each of the entire remaining amount of the assigning Lender’s Commitment Borrower and the Loans at Administrative Agent (and, in the time owing case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Lender and the Swingline Lender) must give their prior written consent to it or such assignment (which consent, in each case, shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender Affiliate or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Borrower and the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed);consent, (iiiii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;Agreement, (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 and 3,500, and (v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.;

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Assignees, and subject to the provisions of Section 9.04(e) may sell participations in, all or a portion of its rights and obligations under this Agreement to one or more Eligible Assignees (including all or a portion of its Commitment and the Loans at the time owing to held by it); provided, that provided that (i) except the Borrowers and the Agent must give their prior written consent to such assignment and participation (which consent shall not be unreasonably withheld), (ii) 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 assignment, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than equal to $5,000,000 or an integral a multiple of $1,000,000 in excess thereof, unless each the Borrowers and the Agent otherwise consent, (iii) in the case of the Administrative Agent andan assignment, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to Agreement, (iv) in the Loans or the Commitment assigned; (iii) case of an assignment, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 3,500, and (v) in the Eligible Assigneecase of an assignment, the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any consent of the Borrowers otherwise required under this paragraph (ivb) no assignment shall not be made to a natural personrequired if an Event of Default under paragraph (a), (b), (h), (i), or (m) of Section 7.01 has occurred and is continuing. Subject to notice to KCMH and Upon acceptance and recording thereof by the Administrative Agent pursuant to clause paragraph (cd) of this Sectionbelow, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Acceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have (in addition to any such rights and obligations theretofore held by it) the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 2.11 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph (b) 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 clause (d) of this Sectionobligations.

Assignments by Lenders. 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 and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided, 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 for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, unless each of the Administrative Agent and, unless an so long as no Default or Event of Default has occurred and is continuing, KCMH Borrower otherwise consents consent (each such consent not to be unreasonably withheld or delayed); (ii) 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 Loans Loan or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500 3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in form satisfactory to Administrative Agent; and (ivv) no such assignment shall be made (x) to Borrower or any of Borrower’s Affiliates or Subsidiaries, or (y) 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 (y), or (z) to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause subsection (c) of this Section, from and after the Assignment Date effective date specified in each Assignment and Assumption (an “Assignment Date”)Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of of, and subject to the requirements of, Sections 3.093.2, 3.113.3, 3.12 3.4, 3.5, 3.7, and 9.04 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Notwithstanding any provision of this Section 10.5, (i) the consent of Borrower and its execution of an Assignment Dateand Acceptance shall not be required, and, unless requested by the Eligible Assignee and/or the assigning Lender, new Notes shall not be required to be executed and delivered by Borrower, for any assignment which occurs at any time when any Default or Event of Default shall have occurred and be continuing and (ii) Borrower shall not unreasonably withhold or delay in providing any consent or executing any Assignment and Acceptance otherwise required under this Section 10.5. 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 clause subsection (d) of this Section.

Assignments by Lenders. 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 Tranche B Commitment and the Loans at the time owing to it); providedprovided that except in the case of an assignment to a Lender, thatan Affiliate of the assigning Lender or an Approved Fund, any such assignment shall be subject to the following conditions: (i) except in the case of an any assignment made in connection with the primary syndication of the entire remaining amount Tranche B Commitment and Loans by the Arranger made within 30 days of the assigning Lender’s Commitment and the Loans at the time owing to it Closing Date or in connection with the case Disqualification of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (A) the consent (not to be unreasonably withheld or delayed) of the Administrative Agent shall be required and (B) the aggregate amount of the Tranche B Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Tranche B Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, unless an Event of Default has occurred and is continuing, KCMH otherwise consents (each such consent not to be unreasonably withheld or delayed)1,000,000; (ii) 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 Loans Loan or the Tranche B Commitment assigned;; and (iii) the parties Lenders (other than the Arranger or any Affiliate thereof) party to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except that simultaneous assignments by or to two or more Funds under common management shall require the payment of only a single processing and recordation fee), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) no assignment shall be made to a natural person. Subject to notice to KCMH and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section, from and after the Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the 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 a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with respect to facts and circumstances occurring prior to such Assignment Date. 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 clause (d) of this Section.