Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) Each Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) and prior written notice to (but not consent of) the Company; provided, however, that (i) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance in the form of Exhibit “E” (the “Assignment and Acceptance”) with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), provided further, however, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 11.5, as well as to any fees accrued for its account prior to the effective date specified in such Assignment and Acceptance and not yet paid). The term “Related Funds” shall mean with respect to any Lender that is a fund or combined investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

Assignments, Participations, etc. (a) Each Lender may assign to one or more assignees (eachAny Bank may, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (i) the Administrative Agent Company at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed) and prior written notice to (but not consent ofii) the CompanyAdministrative Agent (which consent shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an affiliate of such Bank) which have not been a party to any material litigation with the Administrative Agent or the Company (each an "assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in an initial minimum amount of $10,000,000 in the case of a partial assignment and in increments of $5,000,000 in excess thereof in the case of a partial assignment; provided, however, that (iA) the amount each Bank (including each Eligible Assignee) must retain a Commitment of the not less than $15,000,000 after giving effect to such assignment unless its Commitment or Loans of the assigning Lender subject has been reduced to each zero by such assignment (determined except for the Banks which act as the Administrative Agent and Syndication Agent, respectively, which each must retain a Commitment of not less than $50,000,000, except if such Banks resign as Administrative Agent or Syndication Agent, as applicable), and (B) the date Company and the Assignment Administrative Agent may continue to deal solely and Acceptance directly with such Bank in connection with the interest so assigned to an Assignee until (1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (2) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an assignment and acceptance in the form of Exhibit “E” exhibit "f" (the “Assignment "assignment and Acceptance”acceptance") together with respect any Note or Notes subject to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (ii3) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay assignor Bank or Assignee has paid to the Administrative Agent a processing and recordation fee in the amount of $3,500.00 (which fee may be waived or reduced 3,500. All costs and expenses incurred by an assigning Bank in the sole discretion of the Administrative Agent), provided further, however, that only one such fee assignment shall be payable in borne by such Bank. (b) From and after the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) the Assignee, if it shall not be a Lender, shall deliver to date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent with respect to and received the consent of the Company to the extent required with respect to) an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each executed Assignment and AcceptanceAcceptance and payment of the above-referenced processing fee, (Ai) the assignee Assignee thereunder shall be a party hereto and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender Bank under this Agreement the Loan Documents, and (Bii) the assigning Lender thereunder assignor Bank shall, to the extent of that rights and obligations hereunder and under the interest other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Banking Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and acceptance and all necessary tax forms under Section 9.10 and payment of the processing fee (and provided that it consents to such assignment in accordance with Section 10.6(A)), the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of THE assigning bank pro tanto. (andd) Any Bank may, in with the case written consent of (i) the Company at all times other than during the existence of an Assignment Event of Default (which consent shall be at the Company's sole and Acceptance covering all absolute discretion) and (ii) the Administrative Agent (which consent shall not be unreasonably withheld or delayed), at any time sell to one or more commercial banks or financial institutions (a "participant") participating interests in any Loans, the remaining portion Commitment of an assigning Lender’s that Bank and the other interests of that bank (the "originating bank") hereunder and under the other loan documents; provided, however, that (A) the originating Bank's obligations under this Agreement shall remain unchanged, (B) the originating Bank shall remain solely responsible for the performance of such obligations, (C) the Company and the Administrative Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this AgreementAgreement and the other Loan Documents, and (D) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such Lender amendment, consent or waiver would require unanimous consent of the Banks as described in clause (b), (c) OR (G) of the first proviso to section 10.1. in the case of any such participation, the participant shall cease to be a party hereto but shall continue to be entitled to the benefits benefit of Article III Sections 3.5, 3.7 and Section 11.510.12 as though it were also a Bank hereunder, and, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as well if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Each Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by the Company and provided to it by the Company or any Subsidiary, or by the Administrative Agent on such Company's or Subsidiary's behalf, under this Agreement or any other Loan Document, and neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents; except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by the Bank, or (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to the Bank; provided, however that any Bank may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which the Bank is subject or in connection with an examination of such Bank by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Administrative Agent, any Bank or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (F) to such Bank's independent auditors and other professional advisors; (G) to any Participant or Assignee, actual or potential, provided that such Person agrees in writing to keep such information confidential to the same extent required of the Banks hereunder, and (H) as to any fees accrued for its account prior Bank, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the effective date specified Company is party or is deemed party with such Bank. (f) Notwithstanding any other provision in such Assignment and Acceptance and not yet paid). The term “Related Funds” shall mean with respect to any Lender that is a fund or combined investment vehicle that invests in bank loansthis Agreement, any other fund that invests Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in bank loans this Agreement and is managed the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or advised by the same investment advisor as U.S. Treasury Regulation 31 CFR ss.203.14, and such Lender Federal Reserve Bank may enforce such pledge or by an Affiliate of such investment advisorsecurity interest in any manner permitted under applicable Law.

Assignments, Participations, etc. (a) Each Any Lender may may, with the written consent of the Administrative Agent, the L/C Issuer and the Swingline Lender, and in the case of an assignment of Revolving Loans, Holdings (which in each case shall not be unreasonably withheld), at any time assign and delegate to one or more assignees Eligible Assignees (each, each an “Assignee”) all all, or a portion any ratable part of its interestsall, of the Loans, the Commitment, the L/C Obligations and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) and prior written notice to (but not consent of) the Companysuch Lender hereunder; provided, however, that (i) no written consent of Holdings shall be required during the amount existence of the Commitment a Default or Loans an Event of the assigning Lender subject to each such assignment Default; (determined as ii) no written consent of the date the Assignment and Acceptance in the form of Exhibit “E” (the “Assignment and Acceptance”) with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not, unless consented to by Holdings or the Administrative Agent, the L/C Issuer or the Swingline Lender shall be less required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is another Lender or an Affiliate of such assigning Lender, provided that if the proposed Assignee is another Lender, the Lender seeking to assign its interests hereunder shall consult with Holdings and the Administrative Agent before entering into such assignment; (iii) except in connection with an assignment of all of a Lender’s rights and obligations with respect to its Commitment, Loans and L/C Obligations, any such assignment to an Eligible Assignee that is not a Lender hereunder shall be equal to or greater than $1,000,000 1,000,000; and (or, if lessiv) each such partial assignment shall be of a ratable part of the Loans, the entire remaining amount Commitment and the other interests, rights and obligations hereunder of such assigning Lender’s Commitment or Loans); and provided further, however, that Holdings and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iiA) the parties such Lender and its Assignee shall have delivered to each such assignment shall execute Holdings and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable Agreement substantially in the form of Exhibit E (“Assignment and Acceptance”), together with any Note or Notes subject to such assignment; (B) a written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, in substantially the form of the Notice of Assignment and Acceptance attached as Schedule 1 to the Assignment and Acceptance, shall have been given to Holdings and the Administrative Agent by such Lender and the Assignee; (or, if previously agreed with C) the Administrative Agent, manually) and assignor Lender or Assignee shall pay have paid to the Administrative Agent a processing and recordation fee in the amount of $3,500.00 3,500 (which it being understood that with respect to an assignment to more than one Eligible Assignee within the same “family of funds” or by more than one Lender within the same “family of funds” to a single Eligible Assignee, only one such processing fee may be waived or reduced in is payable for the sole discretion series of simultaneous assignments) and (D) the Administrative Agent), Holdings, the L/C Issuer and the Swingline Lender each shall have provided further, however, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect any required consent to such assignmentsassignment in accordance with this Section 11.08(a). In connection with any assignment by Xxxxx Fargo, will its Swingline Commitment may be Related Funds assigned in whole (and not part) and only in connection with an assignment transaction involving an assignment of all of its Commitment and Loans, and the Assignment and Acceptance may be appropriately modified to include an assignment and delegation of its Swingline Commitment and any outstanding Swingline Loans. (iiib) From and after the Assignee, if it shall not be a Lender, shall deliver to date that the Administrative Agent an administrative questionnaire in such form as supplied from time to time by notifies the assignor Lender that the Administrative Agent has received (and, if required, provided its consent with respect thereto and received any other consents required under this Section 11.08) an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each executed Assignment and AcceptanceAcceptance and payment of the above-referenced processing fee, (Ai) the assignee Assignee thereunder shall be a party hereto and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, (ii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom, and (Biii) the assigning assignor Lender thereunder shall, to the extent of that rights and obligations hereunder and under the interest other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement the Loan Documents; provided, however, that the assignor Lender shall not relinquish its rights under Article IV or under Section 11.04 and Section 11.05 to the extent such rights relate to the time prior to the effective date of the Assignment and Acceptance. The Commitment allocated to each Assignee shall reduce the Commitment of the assigning Lender pro tanto. (c) Within five (5) Business Days after Holding’s receipt of notice by the Administrative Agent that it has received (and, in the case of if necessary, consented to) an executed Assignment and Acceptance covering all or and payment of the remaining processing fee (and provided that the L/C Issuer, the Swingline Lender and Holdings each consent to such assignment in accordance with Section 11.08(a)), Holdings shall execute and deliver to the Administrative Agent any new Note requested by such Assignee evidencing such Assignee’s assigned Loans and Commitment and, if the assignor Lender has retained a portion of an assigning its Loans and its Commitment, replacement Notes as requested by the assignor Lender evidencing the Loans and Commitment retained by the assignor Lender (such Note to be in exchange for, but not in payment of, the Note held by such Lender, if any). (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of Holdings (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) Holdings, the L/C Issuer and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this AgreementAgreement and the other Loan Documents, such and (iv) no Lender shall cease transfer or grant any participating interest under which the Participant has rights to be a party hereto but approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 11.01. In the case of any such participation, the Participant shall continue to be entitled to the benefits benefit of Article III Sections 4.01, 4.03 and Section 11.511.05 as though it were also a Lender hereunder, as well as and except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to any fees accrued for have the right of set-off in respect of its account prior participating interest in amounts owing under this Agreement to the effective date specified same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any Note held by it (other than in respect of Swingline Loans) in favor of (i) any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 C.F.R. §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law or (ii) a trustee or other representative for the benefit of security holders of a Lender to secure obligations of such Lender. (f) Notwithstanding any provision in this Section 11.08 to the contrary, no registration or processing fee shall be payable in connection with any such Assignment and Acceptance and not yet paid). The term “Related Funds” shall mean with respect to any Lender that is a fund or combined investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisorXxxxx Fargo.

Assignments, Participations, etc. (a) Each Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) and prior written notice to (but not consent of) the Company); provided, however, that (i) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance in the form of Exhibit “E” (the “Assignment and Acceptance”) with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), provided furtherprovided, however, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 11.5, as well as to any fees accrued for its account prior to the effective date specified in such Assignment and Acceptance and not yet paid). The term “Related Funds” shall mean with respect to any Lender that is a fund or combined investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.Related

Assignments, Participations, etc. (a) Each Lender may assign to one or more assignees (each, an “"Assignee”") all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) and prior written notice to (but not consent of) the Company); provided, however, that (i) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance substantially in the form of Exhibit “E” J (the “"Assignment and Acceptance”") with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s 's Commitment or Loans), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), provided further, howeverprovided, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “"Administrative Questionnaire”") and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c(c), from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s '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 Article III and Section 11.5, as well as to any fees accrued for its account prior to the effective date specified in such Assignment and Acceptance and not yet paid). The term “"Related Funds” " shall mean with respect to any Lender that is a fund or combined investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

Assignments, Participations, etc. (a1) Each With the prior written consent of the Administrative Agent, the Issuing Lenders, the Swing Line Lenders and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more assignees Eligible Assignees (eachprovided that (i) no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate or an Approved Fund, (ii) MAC shall be deemed to have consented to any such assignment and delegation unless it shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (iii) MAC’s refusal to consent to an assignment to an assignee on the basis that MAC would be obligated to pay to the assignee pursuant to Section 2.7 an amount in excess of the amount payable to the applicable assignor pursuant to Section 2.7 immediately prior to such assignment is deemed to be reasonable) (each an “Assignee”) all or a portion any part of its interests, such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with and the prior written consent other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or such lesser amount as agreed by the Administrative Agent Agent; and (not to be unreasonably withheld or delayedB) and prior written notice to if such Lender’s Commitment is less than $5 million, one hundred percent (but not consent of100%) the Companythereof); provided, however, that MAC, the Borrower, the Issuing Lenders, the Swing Line Lenders and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) the amount written notice of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment assignment, together with payment instructions, addresses and Acceptance in the form of Exhibit “E” (the “Assignment and Acceptance”) related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lenders, the Swing Line Lenders and the Administrative Agent by such Lender and the Assignee and such assignment is shall have been recorded in the Register in accordance with Section 11.8(1)(B); (ii) such Lender and its Assignee shall have delivered to the Administrative Agent Borrower and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to Agreement; and (iii) the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay Assignee has paid to the Administrative Agent a processing and recordation fee in the amount of $3,500.00 3,500. (which fee may be waived or reduced in A) From and after the sole discretion of the Administrative Agent), provided further, however, date that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent notifies the assignor Lender and the Borrower that it has received an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each executed Assignment and Acceptance, Acceptance Agreement and payment of the above-referenced processing fee: (Ai) the assignee Assignee thereunder shall be a party hereto and, to the extent of that rights and obligations hereunder and under the interest other Loan Documents have been assigned by to it pursuant to such Assignment and AcceptanceAcceptance Agreement, shall have the rights and obligations of a Lender under this Agreement and the Loan Documents, (Bii) the assigning assignor Lender thereunder shall, to the extent of that rights and obligations hereunder and under the interest other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (andiii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom. (B) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in the case each case, unless and until receipt by Administrative Agent of an a fully executed Assignment and Acceptance covering Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.8(1). Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment and Acceptance Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment and Acceptance Agreement shall be maintained, as applicable. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding absent manifest error on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Revolving Commitment. (3) Any Lender may at any time, without notice to or the consent of any other Person, sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or the remaining any portion of an assigning its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “Originating Lender”); provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lenders, the Swing Line Lenders and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this AgreementAgreement and the other Loan Documents. In the case of any such participation, such Lender the Participant shall cease to be a party hereto but shall continue to be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above), and the benefits of Article III Section 2.10 (subject to the requirements and limitations therein, including the requirements under Section 2.10(6) (it being understood that the documentation required under Section 2.10(6) shall be delivered to the participating Lender)) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.511.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, as well as any Lender may pledge and/or assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any fees accrued Federal Reserve Bank or other central bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank or other central bank, provided that any payment in respect of such pledged and assigned interests made by the Borrower to or for its the account prior of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the effective date specified extent of such payment. No such pledge or assignment shall release the assigning Lender from its obligations hereunder. (5) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices a register on which it enters the names and addresses of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such Assignment and Acceptance and not yet paid)disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The term “Related Funds” entries in the Participant Register shall mean be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (6) No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (1) of this Section 11.8, (ii) by way of participation in accordance with the provisions of paragraphs (3) and (5) of this Section 11.8, or (iii) by way of assignment of a security interest subject to the restrictions of paragraph (4) of this Section 11.8 (and any other attempted assignment or transfer by any party hereto shall be null and void). (7) A Participant shall not be entitled to receive any greater payment under Section 2.7 or 2.10 than the applicable Lender would have been entitled to receive with respect to any Lender that the participation sold to such Participant, unless the sale of the participation to such Participant is a fund or combined investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisormade with MAC’s prior written consent.

Assignments, Participations, etc. (a) Each Lender may assign to one or more assignees (each, an “"Assignee”") all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) and prior written notice to (but not consent of) the Company; provided, however, that (i) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance in the form of Exhibit “"E” " (the “"Assignment and Acceptance”") with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (as defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s 's Commitment or Loans), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), provided further, however, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “"Administrative Questionnaire”") and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s '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 Article III and Section 11.5, as well as to any fees accrued for its account prior to the effective date specified in such Assignment and Acceptance and not yet paid). The term “"Related Funds” " shall mean with respect to any Lender that is a fund or combined investment vehicle that invests in bank loans, any other fund that invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.