Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such LenderBorrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that, unless that an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a amount less than the minimum amount of $5,000,0005,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment Acceptance, along with an Administrative Questionnaire and Acceptance”) together with any note or notes subject to such assignment know-your-customer documentation; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and Borrower (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that if a Default or Event of Default has occurred and is continuing, the consent of the Borrower shall not be required; provided, further, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), ) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided thatand, unless an assignor if the remaining Commitment of such Lender has assigned and delegated all of its Loans and Commitmentswould be less than $5,000,000, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500, except in the case of an assignment and delegation by a Lender to an Affiliate of such Lender.

Assignments; Participations. (a) Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)) and, so long as no Event of Default has occurred and is continuing, prior written consent of Xxxxxxxxx, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender Xxxxxx and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of Metals USA, the Agent Administrative Agent, the Swingline Lender and each Letter of Credit Issuer (which consent consents shall not be unreasonably withheld), withheld or delayed) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent Metals USA shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of a Lender, during the primary syndication of the Commitments and/or the Revolving Loans to Persons identified by the Administrative Agent to Metals USA on or prior to the Closing Date and reasonably acceptable to Metals USA, or after the occurrence and during the continuance of an Event of Default; and provided further that Metals USA shall be deemed to have consented to any such Lenderassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an “Assignment”), in a minimum amount of $5,000,000 2,500,000 (provided that, (i) unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0002,500,000 and (ii) such amount may be aggregated in respect of each Lender and its Affiliates or Related Funds); provided, however, that the Borrower Borrowers and the Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) the parties to such Lender Assignment shall execute and its Assignee shall have delivered deliver to the Borrower and 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 of $3,500 (which fee may be waived or reduced in the form sole discretion of Exhibit F (“Assignment the Administrative Agent and Acceptance”) together with any note or notes subject provided that only one such fee shall be payable in the case of concurrent assignments to persons that, after giving effect to such assignment assignments, will be Related Funds); and (iii) unless the assignment is to Assignee, if it shall not be a Lender’s Affiliate, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms provided for under Section 5.1 and such assignment shall have been recorded pursuant to paragraph (e) of this Section 13.3. If required, the assignor Lender Borrowers agree to promptly execute and deliver, upon or Assignee has paid concurrently with the surrender of the existing Notes, new Notes and replacement Notes as reasonably requested by the Administrative Agent to evidence assignments of the Agent a processing fee Revolving Loans and Commitments in the amount of $3,000accordance herewith.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of the Agent (Agent, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions a portion of its rights and obligations under this Agreement (provided that no consent including, without limitation, a portion of its Revolving Credit Commitment, a portion of its Term Loan Commitment, the Agent shall be required in connection with any assignment Loans owing to it and delegation by its rights and obligations as a Lender with respect to an Affiliate Letters of such LenderCredit) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Related Documents; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice each such assignment shall be in a principal amount of not less than $10,000,000 and in multiples of $5,000,000 in excess thereof (or the remainder of such assignmentLender's Revolving Credit Commitment, together with payment instructionsTerm Loan Commitment or Term Loan), addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to no such assignment shall be made, other than by CIT, and (iii) unless the parties to each such assignment is shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a Lender’s Affiliateparty hereto and to the other Related Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the assignor obligation to participate in Letters of Credit) of a Lender or Assignee has paid hereunder and thereunder and (B) the assigning Lender shall, to the Agent a processing fee in the amount of $3,000extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lenders (other than the French Swingline Lender) and the Letter of Credit Issuers, and (iii) so long as no Event of Default pursuant to paragraph (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing, the Borrowers’ Agent (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate or branch of such a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iw) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (iix) such Lender and its Assignee shall have delivered deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in Acceptance; (y) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or a Related Fund) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunderhereunder (provided that, in all cases, the Loans assigned by the assignor Lender shall be composed of pro-rata portions of the assignor Lender's Commitment), in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”) together with any note or notes subject to such assignment and "); (iii) unless the assignment is Assignee executes and delivers to the First Lien Agent and First Lien Co-Agent a Lender’s Affiliate, written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; and (iv) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund.

Assignments; Participations. (a) Any Lender may, upon prior written notice to the Agent and in consultation with the written consent of the Agent Parent (which consent consultation shall not be unreasonably withheldbinding on such Lender or the Agent), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Term Loan and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided 5,000,000; provided, however, that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsPro Rata Share of the Term Loan, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment an interest in the Obligations in a minimum amount of $5,000,000); provided, however, that that there shall be no such limitations or restrictions in connection with the assignments contemplated on or about the Closing Date (the "Closing Date Assignments") or in connection with any subsequent assignments by the Lenders party to the Agreement immediately after giving effect to the Closing Date Assignments to any Affiliate, fund, or other investment vehicle organized, controlled or managed by any such Lender; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Parent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Parent and the Agent an Assignment and Acceptance in substantially the form of Exhibit F C (“"Assignment and Acceptance”") together with any note or notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Term Loan in accordance herewith. In connection with any assignment hereunder, each Lender agrees to return to Parent any old Term Notes marked cancelled promptly upon the consummation of any assignment hereunder so long as such Lender has received a substitute Term Note evidencing its Pro Rata Share of the Term Loan, if any, after giving effect to the assignment.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided thatand, unless an assignor if the remaining Commitment of such Lender has assigned and delegated all of its Loans and Commitmentswould be less than $5,000,000, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F D (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), and, if no Default or Event of Default exists, with the written consent of the Borrowers’ Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrowers’ Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender capable, in the good faith judgment of such Lender, of performing its obligations hereunder) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment ), and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Any assignment in violation of this Section 11.2 shall be null and void.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, Commitments no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F A (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably delayed or withheld) and, if no Event of Default exists, the Borrower Agent (which consent shall not be unreasonably delayed or withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of of, or a fund managed by, such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment and assignment, (iii) unless the except for an assignment is to a Lender’s an Affiliate, the assignor Lender or Assignee has paid to the Agent a processing and recordation fee in the amount of $3,0005,000 and (iv) Agent shall have received any forms required by Section 12.10.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), and, to the extent no Event of Default then exists, after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)) and, so long as no Event of Default has occurred and is continuing, prior written consent of Borrowers, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)) and written consent of Borrowers so long as no Event of Default has occurred and is continuing, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 5,000,000.00 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0005,000,000.00); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F “C” (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,000.00.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of the Agent (Agent, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions a portion of its rights and obligations under this Agreement (provided including, without limitation, a portion of its Revolving Credit Commitment, a portion of its Term Loan Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit) and the other Related Documents; PROVIDED, HOWEVER, that no consent of the Agent (i) each such assignment shall be required in connection with any assignment a principal amount of not less than $10,000,000 and delegation by a Lender to an Affiliate in multiples of $5,000,000 in excess thereof (or the remainder of such Lender's Revolving Credit Commitment, Term Loan Commitment or Term Loan), (ii) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unlessmade, after giving effect theretoother than by CIT, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the parties to each such assignment is shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a Lender’s Affiliateparty hereto and to the other Related Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the assignor obligation to participate in Letters of Credit) of a Lender or Assignee has paid hereunder and thereunder and (B) the assigning Lender shall, to the Agent a processing fee in the amount of $3,000extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)15,000,000; provided, however, that the each Borrower and the -------- ------- Agent may continue to deal solely and directly with such Lender in connection with the interest so S-50 Second Amended and Restated Credit Agreement assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together --------- with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii2) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii3) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0002,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum aggregate amount of $5,000,000); provided, however, that no such assignment shall be made unless a pro rata assignment of such Lender's Loans and Commitments under, and as defined in, the Term Loan Agreement shall be made simultaneously to the same Person; and provided further, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Buyer. Buyer may assign and delegate to one at any time in its sole discretion all or more Eligible Assignees (provided that no consent a portion of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned under this Agreement and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)the Program Documents; provided, however, that the Borrower Buyer shall maintain, for review by Seller upon written request, a register of assignees and the Agent may continue to deal solely a copy of an executed assignment and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses acceptance by Buyer and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) together such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it to either (i) an Affiliate of Buyer which assumes the obligations of Buyer hereunder or (ii) to another Person which assumes the obligations of Buyer hereunder, be released from its obligations hereunder accruing thereafter and under the Program Documents. The Seller agrees that, for any such assignment, Seller will cooperate with any note or notes subject to the prompt execution and delivery of documents reasonably necessary for such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee process. Unless otherwise stated in the amount of $3,000Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.form

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunderhereunder (provided that, in all cases, the Loans assigned by the assignor Lender shall be composed of pro-rata portions of the assignor Lender's Commitment), in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”) together with any note or notes subject to such assignment and "); (iii) unless the assignment is Assignee executes and delivers to the First Lien Agent and First Lien Co-Agent a Lender’s Affiliate, written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; and (iv) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)15,000,000; provided, however, that the -------- ------- each Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment --------- and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (and Westlake, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that (i) no consent of the Agent or Westlake shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender, another Lender or an Approved Fund, (ii) Westlake shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof; and (iii) no consent of Westlake shall be required if an Event of Default has occurred and is continuing at the time of such assignment ) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000, or, if less, all of such Lender’s Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F or otherwise satisfactory to the Agent (“Assignment and Acceptance”) together with any note or notes notes, if any, subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 or if less the entire amount of such Lender's Commitment and Loans (provided thatprovided, that unless an assignor Lender has assigned and delegated all of its Loans Commitment and CommitmentsLoans, no such assignment and/or delegation shall be permitted unless, after giving effect theretoto such assignment 129 and/or delegation, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrower, Parent and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower (on behalf of the Borrower and Parent) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower (on behalf of the Borrower and Parent) and the Agent an Assignment and Acceptance in substantially the form of Exhibit F G (“"Assignment and Acceptance”) "), together with any note or notes the Term Loan Note subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and the written consent of Foamex (which consent shall not be unreasonably withheld and shall not be required if an Event of Default has occurred and is continuing), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent or Foamex shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of such a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers 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) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and ), (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 and (iv) such assignment has been reflected in the Register.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co (which in each case, such consent shall not to be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or LS&Co shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, hereunder in a minimum amount of $5,000,000 5,000,000, or in a minimum amount of $1,000,000 in the case of an Assignee that is already a Lender (provided thatexcept that in any case (A) no minimum will apply to an assignment of the entire remaining amount of the assigning Lender’s Loans, Commitments and other rights and obligations hereunder, and (B) unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower LS&Co and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower LS&Co and the Agent an Assignment and Acceptance Assumption Agreement in the form of Exhibit F E (“Assignment and AcceptanceAssumption”) together with any note or notes subject to such assignment and (iii) unless any forms, certificates or other evidence with respect to United States federal income tax withholding matters that the assignment is Assignee may be required to a Lender’s Affiliate, the assignor Lender or Assignee has paid deliver to the Agent a processing fee in the amount of $3,000.pursuant to Section 12.10, and

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 or if less the entire amount of such Lender's Commitment and Loans (provided thatprovided, that unless an assignor Lender has assigned and delegated all of its Loans Commitment and CommitmentsLoans, no such assignment and/or delegation shall be permitted unless, after giving effect theretoto such assignment and/or delegation, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrower, Parent and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the 123 Borrower (on behalf of the Borrower and Parent) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower (on behalf of the Borrower and Parent) and the Agent an Assignment and Acceptance in substantially the form of Exhibit F G (“"Assignment and Acceptance”) "), together with any note or notes the Term Loan Note subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F A (“"Assignment and Acceptance”) together with any note or notes subject to such assignment and "), which, upon the receipt thereof, the Agent shall acknowledge; (iii) unless the assignment is Assignee executes and delivers to the First Lien Agent and First Lien Co-Agent a Lender’s Affiliate, written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; (iv) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; and (v) such Lender or the Assignee delivers the Registered Note, if any, evidencing such assigned Loan to the Agent for re-registration and (at the Assignee's option) reissuance of a replacement Registered Note; provided, however, that no such processing fee as required by (iv) above shall be due in connection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund (provided that the Lender provides a certificate to Agent evidencing that such Assignee qualifies as a Related Fund).

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co (which in each case, such consent shall not to be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or LS&Co shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, hereunder in a minimum amount of $5,000,000 5,000,000, or in a minimum amount of $1,000,000 in the case of an Assignee that is already a Lender (provided thatexcept that in any case (A) no minimum will apply to an assignment of the entire remaining amount of the assigning Lender’s Loans, Commitments and other rights and obligations hereunder, and (B) unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower LS&Co and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower LS&Co and the Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Notwithstanding the foregoing, any minimum amount of any assignment or delegation and any minimum Commitment to be retained by any assignor Lender pursuant to the immediately preceding sentence may be waived by the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co, each acting in its sole discretion.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of Agent, assign all or, if less than all, a portion equal to at least $5,000,000 in the Agent aggregate for the assigning Lender (which consent shall not be unreasonably withheldor in the case of Tranche B Loan Lender, a portion equal to at least $1,500,000), assign of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that no consent but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (ii) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000, provided, that, such fee shall not be applicable to any assignments made to Affiliates of the Agent shall be required assigning Lender or Approved Funds. Notwithstanding anything to the contrary contained in connection with this Section 14.7(a), Tranche B Loan Lender may assign any assignment and delegation by a Lender or all of its rights under the Financing Agreements to an Affiliate of such Lender) (each Tranche B Loan Lender or an “Assignee”) allApproved Fund of Tranche B Loan Lender without the prior written consent of Agent and without delivering an Assignment and Acceptance to Agent or Borrower, or any ratable part of allprovided, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the (i) Borrower and the Agent may continue to deal solely and directly with such Tranche B Loan Lender in connection with until a fully executed Assignment and Acceptance has been delivered to Agent for recordation on the interest so assigned to an Assignee until (i) written notice of such assignmentRegister, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such the failure of Tranche B Loan Lender and its Assignee shall have delivered to the Borrower and the Agent deliver an Assignment and Acceptance in to Agent or Borrower shall not affect the form legality, validity or binding effect of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor an Assignment and Acceptance between Tranche B Loan Lender and an Affiliate of Tranche B Loan Lender or Assignee has paid to an Approved Fund of Tranche B Loan Lender shall be effective as of the Agent a processing fee date specified in the amount of $3,000such Assignment and Acceptance.

Assignments; Participations. (a) Any Lender may, with the written consent of the Borrower (so long as no Event of Default exists) and the Agent (which consent consent, in either case, shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof (provided that, unless an assignor assigning Lender has assigned and delegated all of its Loans and CommitmentsCommitments (in which case the minimum amounts and multiples described above shall not apply), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance substantially in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor assigning Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000; provided however that no such processing fee shall be due if a Lender is assigning 100% of its Loans and Commitment to an Affiliate of such Lender. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent and (ii) so long as no Specified Default has occurred and is continuing, the Borrower (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate of a Lender and (y) the Borrower shall be deemed to have consented to any such Lenderassignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in Acceptance; (C) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiD) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. Except in the case of an assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lxxxxx’s Term Loans, all assignments shall be subject to the condition that the amount of Term Loans of the assigning Lender subject to any such assignment shall not be less than $1,000,000 unless each of the Borrower and the Agent otherwise consent.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or if such Lender merges, consolidates or sells or transfers substantially all of its loan portfolio) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount (in the aggregate with assignments of International Loans and International Commitments) of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of (in the aggregate with its International Commitment) of $5,000,00010,000,000); provided, however, that the each Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Each Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, so long as no Default or Event of Default then exists, Fleetwood (which consent consents of the Agent and Fleetwood shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Revolving Credit Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Revolving Credit Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Revolving Credit Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Revolving Credit Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or a Related Fund) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Term Loans and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 2,500,000 or, if less, all of the Term Loans of such Lender (except such minimum shall not apply to an Affiliate of a Lender or a Related Fund); provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsTerm Loans, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment portion of the Term Loan in a minimum amount of $5,000,000)2,500,000; provided, however, that the Borrower Borrowers 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) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F C, or such other form that is reasonably acceptable to the Administrative Agent (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 (the payment of such fee shall not be required if the Assignee is an Affiliate of a Lender or a Related Fund). Each of the Borrowers agrees to promptly execute and deliver Registered Notes as reasonably requested by the Administrative Agent to evidence assignments of the Term Loans in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500 (unless such assignment is made in connection with the Initial Syndication). The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and, unless a Default has occurred and is continuing with the written consent of the Borrower (such consent of the Borrower not to be unreasonably withheld), assign and delegate to one or more Eligible Assignees assignees that are commercial banks, other financial institutions or a purchaser or successor in interest to substantially all of a Lender's loan portfolio (provided that no written consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or to such purchaser or successor in interest) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 15,000,000 (provided thatexcept that each Person which is a Lender as of the Closing Date may, unless an assignor Lender has assigned and delegated all of its Loans and Commitmentson a one-time basis, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in assign a minimum amount of $5,000,000)10,000,000) or if less the entire amount of such Lender's Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F D (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co (which in each case, such consent shall not to be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or LS&Co shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, hereunder in a minimum amount of $5,000,000 5,000,000, or in a minimum amount of $1,000,000 in the case of an Assignee that is already a Lender (provided thatexcept that in any case (A) no minimum will apply to an assignment of the entire remaining amount of the assigning Lender's Loans, Commitments and other rights and obligations hereunder, and (B) unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower LS&Co and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower LS&Co and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT E (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a1) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and if no Default or Event of Default exists with the written consent of Daisytek (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Daisytek shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 and integral amounts of $1,000,000 in excess thereof or all of such assigning Lender's Revolving Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Agent an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes Revolving Loan Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000 (provided that the Agent may, in its discretion, waive such fee in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Revolving Loan Notes as reasonably requested by the Agent to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)1,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”) "), together with any note or notes notes, if any, subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and, so long as no Default or Event of Default exists, of the Borrower (which consent shall not be unreasonably be withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (an “Assignment and Acceptance”) together with any note Revolving Note or notes Revolving Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new or replacement Revolving Notes as reasonably requested by the Agent to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers, which consent shall not be unreasonably withheldreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees assignees (provided provided, that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum or if less the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) ii such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F G (“"Assignment and Acceptance”) together with any note or notes subject to such assignment "); and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)) and, so long as no Event of Default has occurred and is continuing, prior written consent of Bxxxxxxxx, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender Lxxxxx and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of such a Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 2,500,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment (or, in the case of an assignor Lender which does not have a Commitment, an outstanding principal balance of Term Loans) in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers 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) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000. Each of the Borrowers agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheldwithheld or delayed) and the consent of Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall not be required so long as an Event of Default has occurred and is continuing), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT H (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes notes, if any, subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheldwithheld by the Agent) and, if no Default or Event of Default has occurred and is continuing at the time any assignment is effected in accordance with this Section, Parent (such approval in each such case not to be unreasonably withheld or delayed, and in the case of any such approval requested of Parent such approval shall be deemed given by Parent if no objection from Parent is received by the assigning Lender and the Agent within four (4) Business Days after notice of such proposed assignment has been provided to Parent by the Agent or the assigning Lender), assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note Note or notes Notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consents shall not be unreasonably withheld or delayed) and so long as no Event of Default has occurred and is continuing, with the written consent of the Borrower (which consent shall not be unreasonably withheldwithheld or delayed); provided, that the Borrower may not withhold its consent to an Eligible Assignee or to an assignment solely on the basis that the Eligible Assignee may have a claim under Section 4.1 if that claim is also available to the same extent to the Assigning Lender), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrower shall be required in connection with any assignment and delegation delegation, by a Lender to an Affiliate of such Lender) Lender that is an Eligible Assignee (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Revolving Credit Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 U.S.$5,000,000 (and increments of U.S.$1,000,000 in excess of such amount) (or the Equivalent Amount thereof in CDN Dollars) (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and CommitmentsRevolving Credit Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Revolving Credit Commitment in a minimum amount of $5,000,000U.S.$5,000,000 (or the Equivalent Amount thereof in U.S. Dollars); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in substantially the form of Exhibit F A (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless except for any replacement of a Non-Consenting Lender by the assignment is to a Lender’s AffiliateBorrower, in as such case the Borrower shall pay, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheldwithheld or delayed) and the consent of the Borrower Representative (which consent shall not be unreasonably withheld or delayed and which consent shall not be required so long as an Event of Default has occurred and is continuing), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower Representative shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Representative and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Representative and the Agent an Assignment and Acceptance in the form of Exhibit F H (“"Assignment and Acceptance”") duly executed by such Lender and its Assignee, together with any note or notes subject to such assignment assignment, and such Assignment and Acceptance shall have been acknowledged by the Agent and, if required hereunder, the Borrower; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of the Agent (Agent, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions a portion of its rights and obligations under this Agreement (provided that no consent including, without limitation, a portion of its Revolving Credit Commitment, the Agent shall be required in connection with any assignment Loans owing to it and delegation by its rights and obligations as a Lender with respect to an Affiliate Letters of such LenderCredit) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Loan Documents; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice each such assignment shall be in a principal amount of not less than $10,000,000 and in multiples of $1,000,000 in excess thereof (or the remainder of such assignmentLender's Revolving Credit Commitment), together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) the parties to each such Lender assignment shall execute and its Assignee shall have delivered deliver to the Borrower Agent, for its acceptance and recording in the Agent Register (as hereinafter defined), an Assignment and Acceptance Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in the form of Exhibit F (“each Assignment and Acceptance”, (A) together with any note or notes subject the assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (iiiB) unless the assignment is to a Lender’s Affiliateassigning Lender shall, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees or Approved Funds (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) except as otherwise provided that in the last sentence of this Section 13.7(a), such transfer or assignment will not be effective until recorded by Agent on the Register (as defined below), (ii) no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or an Approved Fund, and (iii) (each an “Assignee”) allAgent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000, or provided, that, such fee shall not be applicable to any ratable part of all, assignments made to Affiliates of the Loansassigning Lender or Approved Funds. Notwithstanding anything contained to the contrary in this Section 13.7(a), a Lender may assign any or all of its rights under the Commitments and the other rights and obligations Financing Agreements to an Affiliate of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless or an assignor Lender has assigned Approved Fund without delivering an Assignment and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Acceptance to the Agent or to the Borrowers; provided, however, that (A) the Borrower Borrowers and the Agent may continue to deal solely and directly with such assigning Lender in connection with until an Assignment and Acceptance has been delivered to the interest so assigned Agent for recordation on the Register, (B) the failure of such assigning Lender to deliver an Assignee until (i) written notice Assignment and Acceptance to Agent shall not affect the legality, validity, or binding effect of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (iiC) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance between the assigning Lender and an Affiliate of such Lender or an Approved Fund of such Lender shall be effective as of the date specified in the form of Exhibit F (“such Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Each Lender maymay (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to the written consent Letters of Credit Accommodations) and the Agent other Financing Agreements to its parent company and/or any 105 Affiliate of such Lender which is at least fifty (which consent shall not be unreasonably withheld)50%) percent owned by such Lender or its parent company, assign and delegate to an Approved Fund, or to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Lenders; provided, howeverthat, that the Borrower and the Agent may continue to deal solely and directly with such Lender, and such Lender shall continue to have all of the duties and obligations, in connection with the interest so assigned to an Assignee assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have assignment has been given to the Administrative Borrower and the Agent by such Lender and the Assignee; such assignee and (iiB) such Lender and its Assignee shall assignee have delivered to the Administrative Borrower and the Agent an a fully executed Assignment and Acceptance Acceptance, and (ii) assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of Exhibit F (“a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance”; provided, that, (x) together with any note such transfer or notes subject to such assignment and will not be effective until recorded by Agent on the Register, (iiiy) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000 and (z) unless the Agent otherwise agrees, such transfer or assignment shall be of a uniform, and not a varying, percentage of all of the rights and obligations of the transferee in respect of the Commitments, the Loans and the Letter of Credit Accommodations.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lenders and the Letter of Credit Issuers, and (iii) so long as no Event of Default pursuant to paragraph (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing, the Borrowers’ Agent (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate or branch of such a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 5,000,000; provided that (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iw) written notice of such assignment, together with payment instructions, addresses and related information 192 with respect to the Assignee, shall have been be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (iix) such Lender and its Assignee shall have delivered deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in Acceptance; (y) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any With the prior written consent of the L/C Issuer, any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)L/C Issuer, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, Loans and/or the Commitments and the other rights and obligations of such Lender hereunder; provided that such Lender shall give the Borrower advance written notice of such proposed assignment, in a minimum including the identity of the Assignee and the amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitmentsto be assigned, no less than three (3) days prior to the closing of such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower assignment. The Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (ix) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (iiy) such Lender and its Assignee shall have (i) delivered to the Borrower and the Agent an Assignment and Acceptance in a form reasonably acceptable to the form of Exhibit F Agent (“Assignment and Acceptance”) together with any note Note or notes Notes subject to such assignment assignment, if requested by Assignee, and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing and recordation fee of $3,500.00 (which fee may be waived or reduced in the amount of $3,000Agent’s sole and absolute discretion).

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)and the Co-Agent, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Co-Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or a Related Fund) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunderhereunder (provided that, in all cases, the Loans assigned by the assignor Lender shall be composed of pro-rata portions of the assignor Lender's Revolving Loan and Term Loan Commitments), in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Administrative Borrower, the Agent and the Co-Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Administrative Borrower, the Agent and the Co-Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of such a Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 2,500,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers 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) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of allpart, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to execute and deliver promptly new promissory notes and replacement promissory notes, on the same terms as the outstanding notes, as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent and (ii) so long as no Specified Default has occurred and is continuing, the Borrower (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate of a Lender and (y) the Borrower shall be deemed to have consented to any such Lenderassignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in Acceptance; (C) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiD) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,000.3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. Except in the case of an assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Xxxxxx’s Term Loans, all assignments shall be subject to the condition that the amount of Term Loans of the assigning Lender subject to any such assignment shall not be less than $1,000,000 unless each of the Borrower and the Agent otherwise consent. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received any tax forms required by Section 5.1(f) (unless the Assignee shall already be a Lender hereunder), the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 14.19 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the 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 (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 83 [[6024167]]

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and Borrower Representative (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrowers shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that if a Default or Event of Default has occurred and is continuing, the Borrower consent of the Borrowers shall not be required; provided, further, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Representative and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Representative and the Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the LoansRevolving Loans and risk participations in Letters of Credit, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and risk participations in Letters of Credit and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Each Borrower agrees to promptly execute and deliver promissory notes and replacement promissory notes as reasonably requested by the Agent or any Lender to evidence assignments of the Revolving Loans and risk participations in Letters of Credit and Commitments in accordance herewith. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (and stated interest) of the loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and, unless there exists an Event of Default, the Parent (which consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), Each Holder may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (provided that no consent including all or a portion of the Agent shall be required Restructured Dollar Notes held by it together with the Note or Notes held by it in connection with any assignment and delegation by a Lender the Restructured Dollar Notes subject to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000assignment); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice except in the case of an assignment to a Person that, immediately prior to such assignment, together with payment instructionswas a Holder or an assignment of all of a Holder's rights and obligations under this Agreement, addresses the aggregate amount of each Tranche of Restructured Dollar Notes being assigned to such assignee pursuant to such assignment (determined as of the effective date of the Assignment and related information Acceptance with respect to such assignment) shall in no event be less than one million Dollars ($1,000,000) (or (x) a lesser amount if such amount is such Holder's entire amount of the AssigneeTranche being transferred or (y) such lesser amount as shall be approved by the Issuer), shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) the parties to each such Lender assignment shall execute and its Assignee shall have delivered deliver to the Borrower Agent, for its acknowledgment and recording in the Agent Register, an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) , together with any note the Note or notes Notes subject to such assignment and a processing and recordation fee of three thousand five hundred Dollars ($3,500), (iii) unless to the assignment extent any modifications are required to the form of Assignment and Acceptance or additional documentation is to a Lender’s Affiliaterequired by the Agent, the assignor Lender parties to each such assignment shall have agreed to reimburse the Agent for any fees, costs and expenses (including, without limitation, the fees and expenses of counsel) to the extent necessary or Assignee has paid appropriate incurred by the Agent in connection with the foregoing, and (iv) the parties to each such assignment shall execute and deliver to the Agent a processing fee such agreements and documents (in addition to those required hereunder) as may be satisfactory to the amount of $3,000Agent.

Assignments; Participations. etc. (a) Any Lender Bank may, with the written consent of the Company, the Agent (and the Issuing Bank, which consent of the Company shall not be unreasonably withheld), at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Lender Bank to (x) an Eligible Assignee that is an Affiliate of such LenderBank or (y) another Bank (each an “"Assignee”")) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers, the Agent and the Agent Issuing Bank may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company, the Agent and the Agent Issuing Bank by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Borrowers, the Agent and the Agent Issuing Bank an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; and provided, further, each Bank's Pro Rata Share shall be the same in each type of Commitment.

Assignments; Participations. (a) Any Lender may, with the written consent of the General Partner (which may be withheld in its sole and absolute discretion) and the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the General Partner shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the LoansTerm Loan, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (other than in connection with any rights hereunder to receive and/or related to any Warrant and any Warrant Agreement, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation which shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000governed exclusively by Section 9.14); provided, however, provided that the Borrower Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (ix) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower General Partner and the Agent by such Lender and the Assignee; and (iiy) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in a form reasonably acceptable to the form of Exhibit F Agent (“Assignment and Acceptance”) together with any note Term Note or notes Term Notes subject to such assignment and (iii) unless assignment. Notwithstanding the assignment is foregoing, no consent of any Borrower or the General Partner to a Lender’s Affiliate, proposed assignment shall be required at any time that an Event of Default exists and the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Obligations have been declared due and payable under Section 11.2.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, subject to the proviso below, the Parent (which consent shall not be unreasonably withheld, conditioned or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Parent shall be required in the event that a Default or Event of Default has then occurred and is continuing and no consent of the Agent or the Parent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000 and integral amounts of $5,000,000 in excess thereof or all of such assigning Lender’s Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment Commitments in a minimum aggregate amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Agent an Assignment and Acceptance in the form of Exhibit F E (an “Assignment and Acceptance”) together with any note or notes Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000. The Borrowers agree to promptly execute and deliver new or replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) (i) Any Lender may, with prior written notice to the Agent and Phar-Mor and the prior written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (10,000,000; provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, that after giving effect theretoto such assignment, such assignor Lender retains a Commitment in a minimum the aggregate amount of the Loans, Commitments and other rights and obligations held by such Lender is not less than $5,000,000)10,000,000; provided, howeverfurther, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignmentassignment shall have been given to Phar-Mor and the Agent by such Lender, together with and payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Borrower and the Agent by such Lender and the Assignee; , (iiB) such Lender and its Assignee shall have executed and delivered to the Borrower Phar-Mor and the Agent an Assignment and Acceptance in the form of Exhibit F 13.3 (“the "Assignment and Acceptance”) together with any note or notes subject to such assignment "), and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0002,500.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided PROVIDED that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an "ASSIGNMENT"), in a minimum amount of $5,000,000 2,222,222.22 (provided PROVIDED that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0002,222,222.22); providedPROVIDED, howeverHOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; and (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT E (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note Note or notes Notes subject to such assignment assignment; PROVIDED, FURTHER, that the Lenders acknowledge and agree that, on the Closing Date, each Lender is also a "Lender" (iiias defined by the Metals Loan Agreement) unless under the assignment is Metals Loan Agreement with a "Pro Rata Share" (as defined by the Metals Loan Agreement) under the Metals Loan Agreement identical to a Lender’s Affiliateits Pro Rata Share, and the Lenders further agree that, in addition to and without limiting the foregoing requirements for an Assignment, no such Assignment shall be made unless, simultaneously with the effectiveness thereof, the assignor Lender effects an "Assignment" (as defined by the Metals Loan Agreement) to such Assignee under the Metals Loan Agreement and thereby assigns and delegates to such Assignee, as an "Assignee" under the Metals Loan Agreement, all or Assignee has paid to a ratable part of all, as the Agent case may be, of the "Revolving Loans" and "Commitments" (as such terms are defined by the Metals Loan Agreement) and the other rights and obligations of such assignor Lender as a processing fee in "Lender" (as defined by the amount Metals Loan Agreement) under the Metals Loan Agreement, so that at all times the Pro Rata Share of $3,000each Lender, and the "Pro Rata Share" (as defined by the Metals Loan Agreement) of each Lender as a "Lender" under the Metals Loan Agreement, respectively, shall be identical.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, subject to the proviso below, the Parent (which consent shall not be unreasonably withheld, conditioned or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Parent shall be required in the event that a Default or Event of Default has then occurred and is continuing and no consent of the Agent or the Parent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000 and integral amounts of $5,000,000 in excess thereof or all of such assigning Lender's Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment Commitments in a minimum aggregate amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Agent an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000 (provided that the Agent may, in its discretion, waive such fee in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and, if no Default or Event of Default has occurred and is continuing, the Borrowers’ Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent or the Borrowers’ Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrowers 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) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, so long as no Default or Event of Default then exists, Fleetwood (which consent consents of the Agent and Fleetwood shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided PROVIDED that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of (x) $5,000,000 for Term Loans and (provided thaty) $10,000,000 for Revolving Commitments (PROVIDED THAT, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of (x) $5,000,000)5,000,000 for Term Loans and (y) $10,000,000 for Revolving Commitments; providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld, delayed or conditioned) and in consultation with the Borrowers (which consultation shall not be binding on such Lender or the Agent), assign and delegate to one or more Eligible Assignees (provided that no consent or processing fee of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note or notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a1) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and, so long as no Default or Event of Default exists, of the Borrower (which consent shall not be unreasonably be withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the -------- Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments -------- Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an -------- assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that -------- ------- the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F H (“an "Assignment and Acceptance”") together with any note --------- ------------------------- Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000. The Borrowers agree to promptly execute and deliver new or replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lenders (other than the French Swingline Lender and the ROW Swingline Lender) and the Letter of Credit Issuers, and (iii) so long as no Event of Default pursuant to paragraph (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing, the Borrowers’ Agent (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate or branch of such a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iw) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (iix) such Lender and its Assignee shall have delivered deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in Acceptance; (y) the form of Exhibit F (“Assignment Assignee, if it shall not be a Lender, shall deliver to the Agent any tax forms and Acceptance”information required by Section 5.1(f) together with any note or notes subject to such assignment and Section 5.1(h); and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. Notwithstanding any notice or consent requirement herein to the contrary, each of the parties hereto hereby consents to any assignment by MUFG Union Bank, N.A. of its Commitments and Loans to its Affiliate, MUFG Bank, Ltd., which assignment shall otherwise be documented in accordance with the terms hereof.

Assignments; Participations. (a) Any Each Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more other Eligible Assignees (provided that no consent each, an "Assignee") all or a portion of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations of such Lender hereunderunder this Agreement (including, in without limitation, all or a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all portion of its Commitment, the outstanding Loans made by it, and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000the Note or Notes held by it); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignment shall be of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000 determined by combining the amount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such assignment, together with payment instructions, addresses and related information with respect (iv) the parties to each such assignment will execute and deliver to the AssigneeAgent, shall have been given to for its acceptance and recording in the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent Register, an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) , together with any note Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to will pay a Lender’s Affiliate, the assignor Lender or Assignee has paid nonrefundable processing fee of $3,000 to the Agent a processing fee in the amount of $3,000.for its own

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith; provided that execution and delivery thereof at such time as a Responsible Officer of Borrower is otherwise available at a location outside of the State of Florida shall be deemed sufficiently prompt, unless the Assignee shall have tendered to Borrower such amount as shall be due in respect of any taxes payable in respect of such notes deemed to be executed and delivered in the State of Florida.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, Commitments no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F G (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an "ASSIGNMENT"), in a minimum amount of $5,000,000 7,777,777.78 (provided PROVIDED that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0007,777,777.78); providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT E (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, absent an Event of Default, the Borrower (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an "Assignment"), in a minimum amount of $5,000,000 7,777,777.78 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0007,777,777.78); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.5,000; provided, further, that the Lenders acknowledge and agree that, on the Closing Date, each Lender is also a "Lender" (as defined by the MRC Loan Agreement) under the MRC Loan Agreement with a "Pro Rata Share" (as defined by the MRC Loan Agreement) under the MRC Loan Agreement identical to its Pro Rata Share hereunder, and the Lenders further agree that, in addition to and without limiting the foregoing requirements for an Assignment, no such Assignment shall be made unless, simultaneously with the effectiveness of any Assignment, the assignor Lender effects an "Assignment" (as defined by the MRC Loan Agreement) to such Assignee under the MRC Loan Agreement and thereby assigns and delegates to such Assignee, as an "Assignee" under the MRC Loan Agreement, all or a ratable part of all, as the case may be, of the "Revolving Loans" and "Commitments" (as such terms are defined by the MRC Loan Agreement) and the other

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and if no Default or Event of Default exists with the written consent of the Borrowers (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent or the Borrowers shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000 and integral amounts of $5,000,000 in excess thereof or all of such assigning Lender's Revolving Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties 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) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes Revolving Loan Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 (provided that the Administrative Agent may, in its discretion, waive such fee in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Revolving Loan Notes in exchange for existing Revolving Loan Notes as reasonably requested by the Administrative Agent to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Majority Lenders and the Administrative Agent (in each case, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required during the existence of an Event of Default or in connection with any assignment and delegation by a Lender to its Affiliate, another Lender or to an Affiliate of such Lendera Lender or during the existence of an Event of Default) (each an “"Assignee”") all, or any ratable part of all, of the New Term Loans, the Commitments New Term Loan Commitments, the Secured Swap Obligations, the LC Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its New Term Loans and New Term Loan Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a New Term Loan Commitment in a minimum amount of $5,000,0001,000,000); provided, however, that the Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned HOUSTON\2261364 to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit F C (“"Assignment and Acceptance”") together with any note or notes subject in such other form reasonably acceptable to such assignment and the Administrative Agent, (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 and (iv) such assignment has been reflected in the Register.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), Each Bank may assign and delegate to one or more other Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each each, an “Assignee”) all, all or any ratable part a portion of all, of the Loans, the Commitments and the other its rights and obligations of such Lender hereunderunder this Agreement (including, in without limitation, all or a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all portion of its Commitment, the outstanding Loans made by it and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000the Note or Notes held by it); provided, however, that (1) any such assignment (other than an assignment to a Bank or an affiliate of a Bank) shall not be made without the prior written consent of the Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Assumption), which consent shall not be unreasonably withheld or delayed and, in the Agent may continue case of the Borrower, shall not be required during the continuance of an Event of Default, (2) except in the case of an assignment to deal solely a Bank or an affiliate of a Bank, the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of’ the Assignment and directly Assumption with respect to each such Lender assignment) shall in connection no event be less than the lesser of (y) the entire Commitment of such Bank immediately prior to such assignment or (z) $5,000,000.00, (3) each such assignment shall be of a constant, and not varying, percentage of the Commitments of the transferor Bank, and (4) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with the interest so assigned any Note or Notes subject to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect will pay a nonrefundable processing fee of $3,000.00 to the AssigneeAgent for its own account. Upon such execution, delivery, acceptance and recording, of the Assignment and Assumption, from and after the effective date specified therein, which effective date shall be at least five (5) Business Days after the execution thereof (unless the Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, shall have been given the rights and obligations of the assigning Bank hereunder with respect thereto and (B) the assigning Bank shall, to the Borrower extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than rights under the provisions of this Agreement and the Agent by such Lender other Loan Documents relating to indemnification or payment of fees, costs and the Assignee; (ii) such Lender and its Assignee shall have delivered expenses, to the Borrower extent such rights relate to the time prior to the effective date of such Assignment and Assumption) and be released from its obligations under this Agreement (and, in the Agent case of an Assignment and Acceptance in Assumption covering all or the form remaining portion of Exhibit F (“such assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance”) together with any note or notes subject Assumption shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Bank set forth therein shall be deemed made to such assignment and (iii) unless for the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to benefit of the Agent a processing fee in and the amount of $3,000other parties hereto as if set forth at length herein.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably delayed or withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the except for an assignment is to a Lender’s an Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a) Assignments. Any Lender Bank may, with the prior written consent consents of the Issuing Bank and the Agent and (so long as no Event of Default exists) the Borrower Representative (which consent consents shall not be unreasonably withhelddelayed or withheld and, in any event, shall not be required for an assignment by a Bank to one of its Affiliates), at any time assign and delegate to one or more Eligible Assignees commercial banks or other Persons (any Person to whom such an assignment and delegation is to be made being herein called an "Assignee") all or any fraction of such Bank's Loans and Commitment (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Bank's Loans and Commitment) in a minimum aggregate amount equal to the lesser of (i) the amount of the assigning Bank's Pro Rata Share of the Revolving Commitment Amount and (ii) $1,000,000; provided that (a) no consent assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than the Borrowers are then obligated to pay to the assigning Bank under such Sections (and if any assignment is made in violation of the foregoing, the Borrowers will not be required to pay the incremental amounts) and (b) each Borrower and the Agent shall be required in connection with any assignment and delegation by a Lender entitled to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest interests so assigned and delegated to an Assignee until the date when all of the following conditions shall have been met: (ix) five Business Days (or such lesser period of time as the Agent and the assigning Bank shall agree) shall have passed after written notice of such assignmentassignment and delegation, together with payment instructions, addresses and related information with respect to the such Assignee, shall have been given to the Borrower Representative and the Agent by such Lender assigning Bank and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.,

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $10,000,000 in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees or Approved Funds (provided that no but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, such transfer or assignment will not be effective until: (i) it is recorded by Agent on the Register; and (ii) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the consent of the Borrowers or Agent shall not be required, the minimum assignment amount shall not be applicable, an Assignment and Acceptance shall not be required to be delivered to, accepted by or recorded by Agent on the Register in order to be effective, valid, binding and enforceable and payments of the processing fee shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of a Lender or (y) such assignment and delegation is made by a Term Loan Lender with regard to an Affiliate of such Lender) (each an “Assignee”) all, all or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all portion of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Term Loan Commitment; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (i) such time as written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, assignment shall have been given delivered by the assigning Lender or the assignee to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) Agent. The foregoing notwithstanding, unless the assignment is to a Lender’s AffiliateTerm Loan Lenders exercise their rights under Section 10.2(d) or the Revolving Loan Facility has been terminated, Congress agrees that it shall hold not less than 33 1/3% of the assignor Lender or Assignee has paid to Revolving Loan Commitments and Congress and The CIT Group/Business Credit, Inc. agree that they shall hold, collectively, not less than 66 2/3% of the Agent a processing fee in the amount of $3,000Revolving Loan Commitments.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such LenderLender or a Related Fund) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Term Loans and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 2,500,000 or, if less, all of the Term Loans of such Lender (except such minimum shall not apply to an Affiliate of a Lender or a Related Fund); provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsTerm Loans, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment portion of the outstanding principal balance of the Term Loans in a minimum an aggregate amount of not less than $5,000,000)2,500,000; provided, however, that the Borrower Borrowers 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) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F C, or such other form that is reasonably acceptable to the Administrative Agent (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 (the payment of such fee shall not be required if the Assignee is an Affiliate of a Lender or a Related Fund). Each of the Borrowers agrees to promptly executed and deliver Registered notes as reasonably requested by the Administrative Agent to evidence assignments of the Term Loans in accordance herewith.

Assignments; Participations. (a) Any Lender Bank may, with the written consent of the Agent Agent, each Issuing Bank to whom obligations are owed in respect of Letters of Credit issued by it and (unless a Default or Event of Default has occurred and is continuing) Borrower, which consent of Agent, such Issuing Bank and the Borrower shall not be unreasonably withheld)withheld or delayed, at any time assign and delegate to one or more Eligible Assignees (provided that no banks or other entities and may, with notice to Borrower and Agent but without the consent of the Agent shall be required in connection with Borrower or Agent, assign to any assignment and delegation by a Lender to an Affiliate of such Lender) its Affiliates or any other Bank (each an “Assignee”) all"ASSIGNEE"), all or any ratable part of all, of the LoansAdvances, the Commitments Revolving Credit Commitment, any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Bank hereunder; PROVIDED, HOWEVER, that such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower and the Agent) of One Million Dollars ($1,000,000) (or, if less, the full amount of such assigning Bank's Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender Bank hereunder); PROVIDED, in a minimum amount further, that (i) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.12 or 2.13 by reason of $5,000,000 any such assignment; (provided that, unless an assignor Lender has assigned ii) Borrower and delegated all of its Loans and Commitments, no such assignment and/or delegation Agent shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may entitled to continue to deal solely and directly with such Lender Bank in connection with the interest interests so assigned to an the Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Borrower and the Agent by such Lender Bank and the Assignee; and (iiiii) such Lender and Bank shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or 75 69 obligations until the Assignee shall have delivered to the Borrower and the Agent an Assignment agreement to be bound by the terms and Acceptance conditions of this Agreement (which agreement shall be substantially in the form of Exhibit F (“Assignment M) and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has Bank shall have paid to the Agent a processing fee to Agent in the amount of Two Thousand Dollars $3,0002,000, and thereupon shall be released from its obligations with respect to the assigned portion.

Assignments; Participations. (a1) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 or if less the entire amount of such Lender's Commitment and Loans (provided thatprovided, that unless an assignor Lender has assigned and delegated all of its Loans Commitment and CommitmentsLoans, no such assignment and/or delegation shall be permitted unless, after giving effect theretoto such assignment and/or delegation, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrower, Parent and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower (on behalf of the Borrower and Parent) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower (on behalf of the Borrower and Parent) and the Agent an Assignment and Acceptance in substantially the form of Exhibit F G (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers 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) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and if no Default or Event of Default exists with the written consent of the Borrower (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000 and integral amounts of $5,000,000 in excess thereof or all of such assigning Lender's Revolving Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Agent an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes Revolving Loan Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000 (provided that the Agent may, in its discretion, waive such fee in connection with the initial syndication of the Commitments). The Borrower agrees to promptly execute and deliver new or replacement Revolving Loan Notes in exchange for existing Revolving Loan Notes as reasonably requested by the Agent to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably delayed or withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the except for an assignment is to a Lender’s an Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent Agent, (ii) in the case of Revolving Loans and Revolving Credit Commitments, the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to a Lender to an Affiliate of such then-existing Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 5,000,000, or an integral multiple of $1,000,000 in excess thereof, (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, that no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of $5,000,000a Lender); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment ; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Each Borrower agrees to promptly execute and deliver promissory notes and replacement promissory notes as reasonably requested by the Agent or any Lender to evidence assignments of the Loans and Commitments in accordance herewith.