Common use of Amounts and Terms of Assignments Clause in Contracts

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Financed Aircraft. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii)(a); provided, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents however that such processing fee shall not be unreasonably withheld or delayed); provided that, (I) with respect to required where the Term Loans, in the case of assignee is an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a existing Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IIIA annexed hereto or Exhibit V annexed heretoIIIB, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) A), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, 1,000,000 (in the each case aggregating concurrent assignments by or to two or more Affiliated Funds for purposes of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (bB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsLoan, (cC) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required and no more than one such fee shall be payable in connection with simultaneous assignments to or by two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(vSection 2.7(b)(iv) and with respect (D), except in the case of an assignment to information requested under the Patriot Actanother Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of (1) Administrative Agent and (d2) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, Company shall have consented thereto (which with all such consents shall not to be unreasonably withheld or delayed); ) provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, that no consent of Company shall be required in for any assignments made during the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or initial syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under any lenders set forth on the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording initial allocation list provided by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, Company on or prior to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.Second Restatement Date.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case a minimum amount of $1,000,000 to another Lender, to an assignment of the entire remaining amount Affiliate of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or another Lender, or, with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed by the same investment advisor as such Lender or by an Affiliate of a Lender such investment advisor, with the giving of notice to Borrower and Agents or (b) be assigned in an Approved Fund aggregate amount of a Lender, not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the consent of Borrower and the assignee subject to each such assignment Agents (which consent of Borrower and Agents shall not be less than $2,500,000unreasonably withheld or delayed, and in the case of any assignment by a Lender that is an Agent or an Affiliate thereof, which consent of a Revolving Loanthe Agents shall not be required); PROVIDED, or $1,000,000, in that the case consent of Borrower shall not be required for any assignment of a Term Loan, unless each of Administrative Agent and, so long as no that occurs at any time when an Event of Default has under subsection 8.6 or 8.7 shall have occurred and is be continuing, Company otherwise consent . To the extent of any such assignment in accordance with either clause (each such consent not to be unreasonably withheld a) or delayed), (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 2,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iv)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon at the effectiveness time of such assignment or as promptly thereafter as practicableassignment, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT IV, EXHIBIT V, EXHIBIT VI or Exhibit V EXHIBIT VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Tranche A Term Loans and/or outstanding Tranche B Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case _,000,000 (aggregating concurrent assignments to two or more Affiliated Funds for purposes of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (bB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s ▇▇▇▇▇▇'s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Commitment or Revolving Loans or Letter of Credit participations Loan shall be made only as an assignment of the same proportionate part of the assigning Lender’s ▇▇▇▇▇▇'s Revolving Loan Commitment, Commitment and Revolving Loans and Letter of Credit participationsLoans, (cC) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500______ (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7(b)(iv) and with respect (D) except in the case of an assignment to information requested under the Patriot Actanother Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of (a) Administrative Agent and (db) Administrative Agentsolely in the case of assignments of all or any portion of a Revolving Loan Commitment, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Stateswithheld. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B10.9(b)) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1(e), be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV 4 or Exhibit V 6 annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1(a)(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B 10.1(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1(c).

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in 1,000,000 (aggregating concurrent assignments to or by two or more Affiliated Funds for the case purposes of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to or by two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3) if no Potential Event of Default or Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, that no consent of Company shall be required (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (IIIII) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS DB to Eligible Assignees Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesStates so long as such assignment is made in consultation with Company; provided, further, that no consent of Administrative Agent shall be required in the case of any assignment of Term Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, -------------------------------- Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender or any Agent, or to an assignment of the entire remaining amount Affiliate or Affiliated Fund of the assigning Lender’s rights Lender or another Lender or any Agent, with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender or as may be consented to by Company and Administrative Agent) to any other Eligible Assignee (treating all Affiliated Funds as a single Eligible Assignee and a single Lender) with the assignee subject to each such assignment consent of Company (which consent shall not only be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, required so long as no Event of Default has occurred and is continuing, ) and Administrative Agent (which consent of Company otherwise consent (each such consent and Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement, together with a processing and recordation fee of $3,500, 2,500 (to be assessed only if the assignee is not a Lender or Affiliate or Affiliated Fund of a Lender and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by otherwise at Administrative Agent, including an administrative questionnaire 's discretion) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery and acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, if requested pursuant to subsection 2.1E, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the 160 assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV ------- IV, Exhibit V, or Exhibit V VI annexed hereto, as the case may be, with -- --------- ---------- appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, or in the case of an assignment by any Lender that is a fund that invests in bank loans, to any other fund that invests in bank loans and is managed by the same investment adviser of the entire remaining amount of the such assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or by an Affiliate of a Lender such investment adviser, with the giving of notice to Company and Administrative Agent or (b) be assigned in an Approved Fund aggregate amount of a Lender, not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee (treating (x) any fund that invests in bank loans and (y) any other fund that invests in bank loans and is managed by the assignee subject to each same investment adviser as such assignment fund or by an Affiliate of such investment adviser, as a single Eligible Assignee) with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed); PROVIDED, that the consent of Company shall not be required for any assignment that occurs at any time when an Event of Default under subsection 8.6 or 8.7 shall have occurred and be continuing. To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a 119 processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(vsubsections 2.7B(iii)(a) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iv)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT IV, EXHIBIT V, EXHIBIT VI or Exhibit V EXHIBIT VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Tranche A Term Loans and/or outstanding Tranche B Term Loans and/or Tranche C Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Tranche A Term Loan Exposure or Tranche B Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments by or to two or more Affiliated Funds shall be aggregated for purposes of determining the minimum assignment amount, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, participations and (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is a Lender, an Affiliate or an Approved Fund of a Lender, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments by or to two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) 2.7B(iv). Upon such execution, delivery and with respect to information requested under the Patriot Actany required consent, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, recording in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, Register from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0001,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, (in each case aggregating concurrent assignments to two or more Affiliated Funds for purposes of determining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (AI) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (BII) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent, and (II) if no Event of Default has occurred and is continuing, Company, and, Company and (III) solely in the case of the assignment assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans or Revolving Loan Commitmentsand Letter of Credit participations, Swing Line Lender and each Issuing Lender (other than any Defaulting Revolving Lender), shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, ) and (Ie) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender Lender, if no Event of Default has occurred and (III) no consent of is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be required in connection with any delivered promptly upon the execution of an Assignment Agreement clearly identifying the assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Statesan Approved Fund. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.drawn

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Paying Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Commitment, Loan Exposure or Term Loan Exposure, as the case may be, and other Obligations of the assigning Lender) to any other Eligible Assignee (treating any two or more investment funds that invest in commercial loans and that are managed or advised by the same investment advisor or by an Affiliate of such investment advisor as a single Eligible Assignee). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitment, Loan or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Paying Agent, for its acceptance and recording in the Register and delivery of a copy thereof to Company, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Paying Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B9.7B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Note to Administrative Paying Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V II annexed hereto, as the case may be, hereto with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in 1,000,000 (aggregating concurrent assignments to or by two or more Affiliated Funds for the case purposes of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to or by two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3) if no Event of Default (relating to any Event of Default described in subsection 8.1, 8.6 or 8.7) has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld withheld) or delayeddenied consent thereto, which consent or denial shall be made by Company promptly (and in any case within five Business Days after the date written notice thereof has been delivered by the assigning Lender (through Administrative Agent)); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, that no consent of Company shall be required (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (IIIII) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS DB to Eligible Assignees Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesStates so long as such assignment is made in consultation with Company; provided, further, that no consent of Administrative Agent shall be required in the case of any assignment of Term Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Approved Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Borrower and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and Lender) to any other Eligible Assignee (treating any two or more Approved Funds with the assignee subject to each such assignment shall not be less than $2,500,000, in same investment advisor as a single Eligible Assignee) with the case consent of any assignment Borrower (unless a Potential Event of a Revolving Loan, Default or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no an Event of Default has occurred and is continuing, Company otherwise consent ) and Administrative Agent (each such consent of Borrower and Administrative Agent shall not to be unreasonably withheld or delayed), (b) ; provided that each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit and participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (provided that (i) no such processing and recordation fee shall be payable if the assignee is an Affiliate of the assignor or a Person under common management with the assignor, and (ii) only one such fee shall be required in connection with a simultaneous assignment to a group of Approved Funds with the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, same investment advisor) and such forms (including an administrative questionnaire and such formsif the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which that survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of an assignment of the entire remaining any amount of the assigning to another Lender’s rights and obligations under this Agreement , or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender or another Lender, with the giving of notice to Borrower and the assignee subject to each such assignment shall Administrative Agent or (b) be assigned in an aggregate amount of not be less than $2,500,0005,000,000, in the case of any assignment of a Revolving LoanLoan Commitment, or $1,000,000, in the case of any assignment of a Term LoanLoan (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee treating any two or more Approved Funds with the same investment advisor as a single Eligible Assignee with the consent of Borrower (unless each a Potential Event of Administrative Agent and, so long as no Default or an Event of Default has occurred and is continuingcontinuing or, Company otherwise with respect to assignments of Term Loans, such assignment is made within ten Business Days of the Closing Date) and Administrative Agent (which consent (each such consent of Borrower and Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (provided that (i) no such processing and recordation fee shall be payable if the assignee is an Affiliate of the assignor or a Person under common management with the assignor, and (ii) only one such fee shall be required in connection with a simultaneous assignment to a group of Approved Funds with the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, same investment advisor) and such forms (including an administrative questionnaire and such formsif the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV V, Exhibit V or Exhibit V VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a LenderAgreement, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan5,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of this clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender (provided that such Affiliate has a long-term non-credit enhanced unsecured debt rating of at least A- (in the case of S&P) or A3 (in the case of ▇▇▇▇▇’▇)) or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided thatprovided, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of that Company shall be required, (II) with respect deemed to the Revolving have consented to any such assignment of Loans and Revolving Loan Commitments, no consent of Company or Commitments unless it shall be required in the case of any assignment object thereto by written notice to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesAdministrative Agent within 5 Business Days after having received notice thereof. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in an aggregate amount of not less than $5,000,000 in respect of the case Revolving Loans and $1,000,000 in respect of an assignment to a Lender the Tranche B Term Loans (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and Lender) to any other Eligible Assignee with the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each consent of Administrative Agent and, so long as no except in the event any Event of Default has or Potential Event of Default shall have occurred and is be continuing, Company otherwise (which consent (each such consent of Company and Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register an Assignment Agreement, together with a processing and recordation fee of $3,5002,000 (provided that for any assignment to a Lender, and the Eligible Assigneean Affiliate of a Lender, if it shall not already be a party or to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire or made by or to GSCP, the processing and recordation fee shall be $500) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) below, recordation from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of 121 such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT IV-B, EXHIBIT V or Exhibit V EXHIBIT VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Term Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment or Loan may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Approved Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Borrower and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure Commitments or Term Loan Exposure, as the case may be, Loans of the assigning Lender and Lender) to any other Eligible Assignee treating any two or more Approved Funds with the assignee subject to each such assignment shall not be less than $2,500,000, in same investment advisor as a single Eligible Assignee with the case consent of any assignment Borrower (unless a Potential Event of a Revolving Loan, Default or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no an Event of Default has occurred and is continuing, Company otherwise ) and Administrative Agent (which consent (each such consent of Borrower and Administrative Agent shall not to be unreasonably withheld or delayed), (b) ; provided that each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement Agreement. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to the its Commitments or Loans or Commitments assigned and any assignment of all or any the portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, 3,500 and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, such forms (including an administrative questionnaire and such formsif the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall 125 continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT V, EXHIBIT VI or Exhibit V EXHIBIT VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in 1,000,000 (aggregating concurrent assignments to or by two or more Affiliated Funds for the case purposes of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsassigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to or by two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, Agent and (2) if no Potential Event of Default or Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, that no consent of Company shall be required (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (IIIII) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS DB to Eligible Assignees Persons that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesStates so long as such assignment is made in consultation with Company; provided, further, that no consent of Administrative Agent shall be required in the case of any assignment of Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, hereto with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, determined as of the date the Assignment Agreement with respect to such assignment is delivered to Administrative Agent or, if a trade date is specified in the case Assignment Agreement, as of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loansuch trade date, unless each of Administrative Agent andotherwise consents, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5005,000, and the Eligible Assignee, if it shall not already be a party Lender prior to this Agreementsuch assignment, shall deliver to Administrative Agent a counterpart to the Intercreditor Agreement and such documents and information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.6B(iii), and (d) no such assignment shall be effective unless and until such Assignment Agreement is accepted by Administrative Agent, Agent and if no Event of Default has occurred and is continuing, Company, and, recorded in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayedRegister as provided in subsection 9.1B(ii); provided that, (Ic) with respect to the Term Loans, except in the case of an assignment to an Eligible Assigneeanother Lender, no Administrative Agent shall have consented thereto (which consent of Company shall not be required, unreasonably withheld or delayed (IIit being understood that nothing in this clause (c) with respect to shall affect the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required requirement that the relevant assignee meet the requirements in the case definition of Eligible Assignee and any other applicable requirements of this Agreement)), and (d) any assignment of Loan Exposure of the assigning Lender shall also constitute and be deemed to be an assignment of a ratable portion of the assigning Lender's right after such assignment is consummated to have a portion of its outstanding Prepetition Secured Claims equal to its Pro Rata Share of any assignment Permitted Supplemental Loan Amount converted to (and deemed to be a Lender, any Affiliate of loan made by such assigning Lender as) a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating Loan pursuant to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Statessubsection 2.1A(ii). Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (yx) 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 Agreement, shall have the rights and obligations of a Lender hereunder and hereunder, (y) the assignee shall be deemed a party to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shallIntercreditor Agreement and, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.assigned

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided provided, that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Credit Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0005,000,000, determined as of the date the Assignment Agreement with respect to such assignment is delivered to Administrative Agent or, if a trade date is specified in the case Assignment Agreement, as of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loansuch trade date, unless each of Administrative Agent andotherwise consents, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial such assignment shall be made as an assignment consist of a proportionate part corresponding amounts of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment Commitment of such Lender and the same proportionate part portion of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and such Letter of Credit participationsCommitment that is available for the making of Revolving Loans (for example, if such assignment includes 20% of the Letter of Credit Commitment of such Lender it shall also include 20% of the portion of such Letter of Credit Commitment that is available for the making of Revolving Loans), (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5005,000, and the Eligible Assignee, if it shall not already be a party Lender prior to this Agreementsuch assignment, shall deliver to Administrative Agent a counterpart to the Intercreditor Agreement and such documents and information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii), and no such assignment shall be effective unless and until such Assignment Agreement is accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii), (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, except in the case of the an assignment of Revolving Loans or Revolving Loan Commitments, each Issuing to another Lender, Administrative Agent and Issuing Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayeddelayed (it being understood that nothing in this clause (c) shall affect the requirement that the relevant assignee meet the requirements in the definition of Eligible Assignee and any other applicable requirements of this Agreement); provided that), (Ie) no assignment by a Defaulting Lender shall be permitted unless such Defaulting Lender or assignee has funded such Defaulting Lender's defaulted funding obligations with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent participations in Letters of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender Credit and (IIIf) no unless an Event of Default or Potential Event of Default then exists, Borrowers shall have consented to any such assignment (such consent of Company shall not to be required in connection with any assignment relating to the primary allocation unreasonably withheld or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Statesdelayed). Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (yx) 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 Agreement, shall have the rights and obligations of a Lender hereunder and hereunder, (y) the assignee shall be deemed a party to have made all of the agreements of a Lender contained in Intercreditor Agreement and, to the Loan Documents arising out of or otherwise related to such extent that rights and obligations have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a "Creditor Party" thereunder (as such term is defined in the Intercreditor Agreement) and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement and the Intercreditor Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of subsection 10.9; provided thatprovided, that anything contained in any of the Loan Credit Documents to the contrary notwithstandingnotwithstanding (but subject to subsection 9.5), if such Lender is an the Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of with respect to any Letters of Credit issued by it until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The assigning Lender of any Revolving Loan Commitments and/or Revolving Loans shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Revolving Notes, if any, to Administrative Agent for cancellation, and thereupon new Revolving Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1F, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V II annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Revolving Loan Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. Except as otherwise provided in this subsection 10.1, no Lender shall, as between Borrowers and such Lender, as between Agents and such Lender, or as between Issuing Lender and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of, or any granting of participations in, all or any part of its Letter of Credit Commitment, Letters of Credit or participations therein or the other Obligations owed to such Lender.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $7,500,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Assigning Lender) to any other Eligible Assignee with the consent of Company and the assignee subject to each such assignment Agent (which consent of Company shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan its Commitment, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 2,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Note to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, hereto ---------- with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one Each Commitment, Loan, or more Eligible Assignees all participation therein, or any portion of its rights and obligations under this Agreement; provided that other Obligation, may: (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a another Lender or an Approved Fund Fund, with the giving of a Lendernotice to the Borrower and the Administrative Agent, or (b) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee (i) with the consent of the Borrower and the assignee subject to Administrative Agent (which consent shall not, in each such assignment shall not be less than $2,500,000case, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), provided that the consent of the Borrower shall not be required with respect to any assignment by any of the Agents, in their capacities as Lenders, during the forty-five (45) day period commencing on the Closing Date, or (ii) upon the occurrence and during the continuance of an Event of Default or Potential Event of Default, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). (c) To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to its Commitments, Loans, or participations therein, or other Obligations or the Loans portion thereof so assigned. The assignor or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties assignee to each such assignment shall (A) electronically execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and 3,500 (other than with respect to an assignment to an Affiliate of the Eligible Assignee, if it shall not already be a party assignor or to this Agreement, shall deliver an Approved Fund with respect to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire the assignor) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot ActSection 2.7.B. Upon such execution, and (d) Administrative Agentdelivery, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9BSection 9.9) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Note to the Administrative Agent for cancellation, and thereupon a new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, Note shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed ▇-▇, ▇-▇ ▇▇ ▇-▇ hereto, as the case may beapplicable, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Each Commitment, Loan or participation therein, or other Obligation may in whole or in part (a) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender or an Approved Fund, or may assign be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder), or (b) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (i) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement which are Affiliates or (2ii) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans and participations therein, and other obligations of the assigning Lender Lender) to any Eligible Assignee, in each case, with the giving of notice to the Borrowers and the Administrative Agent; provided that the assignee subject shall represent that it has the financial resources to each fulfill its commitments hereunder and such assignment shall not be less than $2,500,000, in is consented to by the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and(in its sole discretion, so long as no not to be unreasonably withheld or delayed), and at any time other than when an Event of Default has occurred and is continuing, Company otherwise consent (each such assignee shall be acceptable to the Borrowers, such consent not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the its Commitments, Loans or Commitments assigned and any assignment of all participations therein, or any other Obligations or the portion of a Revolving Loan Commitment, Revolving Loans thereof so assigned. The assignor or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties assignee to each such assignment shall (A) electronically execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 in respect of each assignment; provided, that only one fee shall be payable for simultaneous multiple assignments made by a Lender to or from its Affiliates, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and in each case such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B9.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term LoanLoan (aggregating concurrent assignments by or to two or more Affiliated Funds for purposes of determining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default under Section 8.1, Section 8.6 or Section 8.7 has occurred and is continuing, Company Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed), (bB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (cC) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 paid by the assignee (unless the assignee or the assignor is an Agent, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent (and, in the case of any Tax documentation required hereunder to be delivered to Borrower, to Borrower) information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding Tax matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(vSection 2.7(b)(iii) as well as any documentation or information required under applicable “know your customer” and with respect to information requested under the Patriot Actanti-money laundering rules and regulations, and (dD) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of Administrative AgentAgent and, and if no Event of Default under Section 8.1, Section 8.6 or Section 8.7 has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, Borrower shall have consented thereto (which consents shall each such consent not to be unreasonably withheld or delayed); provided provided, that, (I) with respect to notwithstanding the Term Loansforegoing, in the case assignments of an assignment to an Eligible Assigneeall or any portion of a Revolving Loan Commitment, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent Letter of Company Credit participations shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees require that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, Issuing Lender shall have the rights and obligations of a Lender hereunder and shall consented thereto (each such consent not to be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of unreasonably withheld or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shalldelayed); provided, to the extent further, that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Issuing Lender shall cease have a reasonable opportunity to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender satisfy its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.internal credit process.

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan5,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of this clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned; and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d), except in the case of an assignment to another Lender, an Affiliate of a Lender (provided that such Affiliate has a long-term non-credit enhanced unsecured debt rating of at least A- (in the case of S&P) or A3 (in the case of ▇▇▇▇▇’▇)) or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.subsection

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case 5,000,000 (aggregating concurrent assignments to two or more Affiliated Funds for purposes of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required); provided that only one such fee shall be required in connection with concurrent assignments to two or more Affiliated Funds, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Potential Event of Default or Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an act as Issuing Lender until the cancellation it resigns or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunderis removed as provided in Subsection 10.21). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to the Company and obligations under this Agreement the Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, and other Obligations of the assigning Lender and Lender) to any other Eligible Assignee with the assignee subject to each such assignment shall not be less than $2,500,000, in consent of the case Company (unless an Event of any assignment of a Revolving Loan, Default or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Potential Event of Default has occurred and is continuing, Company otherwise ) and the Agent (which consent (each such consent in either case shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement thereafter arising with respect to its Commitments, Loans, or other Obligations or the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute the Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to -101- 109 deliver to Administrative the Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations thereafter arising under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative the Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V Exhibits III-A, III-B and III-C annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Tranche A Term Loan Exposure or Tranche B Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0005,000,000, in the case of any assignment of a Revolving Loan or a Tranche A Term Loan, or $1,000,000, in the case of any assignment of a Tranche B Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned and in the case of any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Commitment or Letter of Credit Participation participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s 's Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, at Administrative Agent's discretion (unless the assignee is already a Lender, an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iii), (d) in the case of an assignment of all or a portion of a Revolving Loan Commitment of any Lender, Administrative Agent, Swing Line Lender and with respect each Issuing Lender shall have given their prior written consent to information requested under the Patriot Actsuch assignment, and (d) e), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of date such Issuing Lender has been replaced in accordance with subsection 10.3 and thereafter, with respect to any Letters of Credit issued by it prior to such date until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other DIP Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another DIP Lender, or to an assignment of the entire remaining amount Affiliate or Affiliated Fund of the assigning DIP Lender or another DIP Lender’s rights , with the giving of notice to Borrowers and obligations under this Agreement DIP Agent and with the consent of DIP Agent (which consent shall not be unreasonably withheld or delayed) or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other DIP Obligations of the assigning Lender DIP Lender) to any other Eligible Assignee with the giving of notice to Borrowers and with the assignee subject to each such assignment consent of DIP Agent (which consent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, that (bi) each partial assignment of any Revolving B DIP Loan Commitment or Revolving B DIP Loan shall also be made as an assignment of a proportionate part like percentage of all the assigning DIP Lender’s rights 's Revolving A Loan Commitments and Revolving A Loans under the Prepetition Credit Facilities, and (ii) each assignment of any Revolving Loan Commitment or Revolving Loan under the Prepetition Credit Facilities shall also be an assignment of a like percentage of the assigning DIP Lender's Revolving B DIP Loan Commitments and Revolving B DIP Loans. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning DIP Lender shall be relieved of its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other DIP Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute DIP Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative DIP Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a DIP Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning DIP Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning DIP Lender’s 's rights and obligations under this Agreement, such DIP Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such DIP Lender is an the Issuing DIP Lender with respect to any outstanding Letters of Credit such DIP Lender shall continue to have all rights and obligations of an Issuing DIP Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The If any such assignment occurs after the issuance of the Notes hereunder, the assigning DIP Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative DIP Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning DIP Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving A DIP Loans and/or outstanding Term Revolving B DIP Loans, as the case may be, of the assignee and/or the assigning DIP Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Exposure, Tranche A Term Loan Exposure, as the case may be, Tranche B Term Loan Exposure or Tranche C Term Loan Exposure of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in 2,000,000 with respect to the case of any assignment of a Revolving Loan, Loan Exposure or Tranche A Term Loan Exposure or $1,000,000, 1,000,000 with respect to the Tranche B Term Loan Exposure or the Tranche C Term Loan Exposure (in the each case aggregating concurrent assignments by or to two or more Affiliated Funds for purposes of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, with respect to the Revolving Loan Exposure only and so long as no Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no consent of Company shall be required in connection with the Primary Syndication, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or and Revolving Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Revolving Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor or a Lender, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments by or to two or more Affiliated Funds), at Administrative Agent’s discretion, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, each Issuing Lender and each Swing Line Lender and (3) with respect to the Revolving Loan Exposure only and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided thatprovided, (I) with respect to the Term Loanshowever, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) that no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication Primary Syndication. Table of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Contents Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV V, Exhibit VI, Exhibit VII, or Exhibit V VIII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Loan or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Related Fund of the assigning Lender or another Lender’s rights , with the giving of notice to the Borrower and obligations under this Agreement the Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureLoans, as the case may be, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the giving of notice to the Borrower and with the assignee subject to each such assignment shall not be less than $2,500,000, in consent of the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, and so long as no Default or Event of Default has occurred and is continuing, Company otherwise the Borrower (which consent (each such consent shall not to be unreasonably withheld delayed or delayedwithheld), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to its Loans, or other Obligations or the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii)(a); PROVIDED, and (d) Administrative AgentHOWEVER, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents that such processing fee shall not be unreasonably withheld or delayed); provided that, (I) with respect to required where the Term Loans, in the case of assignee is an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a existing Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery and acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Loans hereunder shall be modified to reflect the Loans of such assignee and any remaining Loan of such assigning Lender shalland the assigning Lender may, upon the effectiveness of such assignment or as promptly thereafter as practicableassignment, surrender its Notes, if any, applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT IIA or Exhibit V EXHIBIT IIB annexed hereto, as the case may beappropriate, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any (i) Subject to the conditions set forth in paragraph B(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or any a portion of its rights and obligations under this Agreement; Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (a) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default has occurred and is continuing, any other assignee; and (b) Administrative Agent, provided that no consent of Administrative Agent shall be required for an assignment to an assignee that is a Lender, an Affiliate of a Lender or an Approved Fund of any Lender immediately prior to giving effect to such assignment, except in the case of an assignment of a Revolving Loan Commitment to an assignee that is not a Lender with a Revolving Loan Exposure. (ii) Assignments shall be subject to the following additional conditions: (a) except (1) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund of any Lender or an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender's Commitment, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, Commitment of the assigning Lender and the assignee subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to Administrative Agent) shall not be less than $2,500,000, in 5,000,000 for the case of any assignment of a Revolving Loan, Loan Commitments (and related Obligations) or $1,000,000, in the case of any assignment of a 1,000,000 for Term Loan, Loans unless each of Borrower and Administrative Agent andotherwise consent, so long as provided that (1) no such consent of Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), if any; (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect Agreement, provided that this Section 10.1B(ii)(b) shall not be construed to the Loans or Commitments assigned and any prohibit assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of all the assigning Lender’s Revolving Loan Commitment, Revolving Loans 's rights and Letter obligations in respect of Credit participations, one Class of Commitments or Loans; (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500; provided that in the event of a concurrent assignment to two or more assignees that are Affiliates of one another, or two or more Approved Funds managed by the same investment advisor or affiliated investment advisors, only one such $3500 processing and recordation fee shall be payable; (d) the Eligible Assigneeassignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by an Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, Questionnaire; and (de) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the an assignment by a Lender to a CLO managed by such Lender or an Affiliate of Revolving Loans or Revolving Loan Commitments, each Issuing such Lender, unless such assignment (or an assignment by a CLO managed by the same manager or an Affiliate of such manager) shall have consented thereto been approved by Borrower (which consents shall Borrower hereby agreeing that such approval, if requested, will not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shallshall retain the sole right to approve any amendment, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than modification or waiver of any rights which survive the termination provision of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, provided that the Assignment Agreement between such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if and such CLO may provide that such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until will not, without the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness consent of such assignment CLO, agree to any amendment, modification or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially waiver described in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, first proviso to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement 10.6B that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by affects such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.CLO.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Agent and with the consent of Company and Agent (which consent of Company and Agent shall not be unreasonably withheld and which consent, in any case, shall not be required at any time that an Event of Default has occurred and is continuing or if such assignment is necessary or advisable to comply with any applicable law or governmental regulation binding upon such Lender) or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participation therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the giving of notice to Company and Agent and with the assignee subject to each such assignment consent of Company and Agent (which consent of Company and Agent shall not be less than $2,500,000unreasonably withheld and which consent, in the case of Company, shall not be required at any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no time that an Event of Default has occurred and is continuing, Company otherwise consent ); PROVIDED that any such assignment in accordance with either clause (each such consent not to be unreasonably withheld a) or delayed), (b) each partial above shall effect a pro rata assignment of both the Revolving Loan Commitment and the Revolving Loan of the assigning Lender (including any corresponding interest in any Letter of Credit). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreementassignment agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it 2,500 (for which no Credit Party shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire have any responsibility or liability) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement assignment agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii)(a). Upon such execution, delivery, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementassignment agreement, (y) 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 Agreementassignment agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementassignment agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement assignment agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit EXHIBIT IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term LoansCommitments, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit, or participation therein or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of an assignment of the entire remaining any amount of the assigning to another Lender who is a Non-Defaulting Lender’s rights and obligations under this Agreement or (2) in the case of an assignment , to a Lender or an Affiliate of a Lender or an Approved Fund of a Non-Defaulting Lender, or to an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non-Defaulting Lender, with the consent of Administrative Agent (which consent shall not be unreasonably withheld) and the giving of notice to Company; provided that, after giving effect to a proposed assignment to another Lender, the assigning Lender shall have an aggregate Commitment of at least $5,000,000 unless the proposed assignment constitutes the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit, and participations therein and other Obligations of the assigning Lender Lender, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the consent of Administrative Agent (which consent shall not be unreasonably withheld) and the assignee subject giving of notice to Company. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and 3,500 payable by the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire assigning Lender and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender shalland, upon the effectiveness of if any such assignment or as promptly thereafter as practicableoccurs after the issuance of the Notes hereunder, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1Eshall surrender its applicable Notes and, upon such surrender, new Notes shall be issued to the assignee and/or and, if applicable, to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Term Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Affiliated Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1 million (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender or as may be consented to by Company and Administrative Agent) to any other Eligible Assignee with the assignee subject to each such assignment consent of Company (which consent shall not only be less than $2,500,000, in the case required if no Potential Event of any assignment of a Revolving Loan, Default or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, ) and Administrative Agent (which consent of Company otherwise consent (each such consent and Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement, together with a processing and recordation fee of $3,500, 1,000 (to be assessed only if the assignee is not a Lender or an Affiliate or Affiliated Fund of a Lender and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by otherwise at Administrative Agent, including an administrative questionnaire 's discretion) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery and acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV IV-A, Exhibit IV-B or Exhibit V IV-C annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of -------------------------------- Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the consent of Company and the assignee subject to each Administrative Agent (which consent of Company and such assignment Agents shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided thatprovided, (I) with respect to the Term Loanshowever, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required that Administrative Agent may -------- ------- waive such $3,500 recordation fee in connection with assignments between any assignment relating Lender and any of their Affiliates or between any Lenders party to the primary allocation or syndication this Agreement as of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesClosing Date. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the -------- contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and, if applicable, to the assigning Lender, substantially in the form of Exhibit IV or ---------- Exhibit V annexed hereto, as the case may be, with appropriate insertions, to --------- reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Acquisition Term Loans, as the case may be, of the assignee and/or and, if applicable, the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Each Lender may assign to one its interests in the Commitment, Loan, Letter of Credit or more Eligible Assignees all participation therein, or any portion of its rights and obligations under this Agreement; other Obligation, provided that each such assignment (ai) except shall be subject to the written consent of Borrower and the Administrative Agent (1which consents shall not be unreasonably withheld, provided that when an Event of Default exists, no such consent will be required from Borrower), (ii) in the case of which is not to another Lender or to an assignment of the entire remaining amount Affiliate of the assigning Lender’s rights and obligations under this Agreement Lender shall be in an amount not less than $10,000,000 (or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitment, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) and shall be to an Eligible Assignee described in clause (A) of the assignee subject definition of "Eligible Assignee", and (iii) shall effect a pro rata assignment of the Loans, Letters of Credit (or participations therein) and commitment of the assigning Lender. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 2,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayedSection 2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its NotesNote, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection Section 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, Lender to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Borrowers and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee 146 with the consent of Borrowers and the assignee subject to each such assignment Administrative Agent (which consent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), ; provided that any such assignment in accordance with either clause (a) or (b) each partial above shall effect a pro rata assignment shall be made as an assignment (based on the respective principal amounts thereof then outstanding or in effect) of a proportionate part of all both the assigning Lender’s rights Term Loan Commitment and obligations under this Agreement with respect to the Term Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s , on the one hand, and the Revolving Loan Commitment, Commitment and the Revolving Loans and Letter of the assigning Lender, on the other hand. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit participationsor participations therein, (c) or other Obligations or the parties portion thereof so assigned. The assignor or assignee to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of (a) $3,5002,000 in respect of assignments made between parties which are not Lenders as at the Closing Date and (b) $500 in respect of assignments made between parties one of which is a Lender as at the Closing Date, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V III-B annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement Agreement, or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, Exposure of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan3,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (consents each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment 108 Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii), and (d) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution and recording by Administrative Agent pursuant to clause (ii) belowdelivery and consent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an the Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, Loans of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent or (1b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the consent of Company if there has not occurred and is then continuing an Event of Default and of Administrative Agent and, in the case of an assignment of an Indemnity Amount or an Indemnity Participation, the entire remaining amount consent of Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld); PROVIDED that any such assignment by a Lender in accordance with either clause (a) or (b) above shall effect a pro rata assignment of each Type of Commitment and each Type of Loan of the assigning Lender’s rights , and obligations under this Agreement or (2) in the case event that any such assigning Lender is an Indemnifying Lender, shall also effect a pro rata assignment of any Indemnity Participation and Indemnity Amount; PROVIDED FURTHER that notwithstanding the foregoing, in the event that an Indemnifying Lender is making an assignment to a any other Lender or an Affiliate of a Eligible Assignee, which Lender or an Approved Fund of Eligible Assignee desires to become a UK Lender, the aggregate amount of the Revolving Loan Exposure a French Lender or Term Loan Exposurea Japanese Lender hereunder, as the case may be, Administrative Agent shall be entitled to assign to such other Lender or Eligible Assignee, without making a pro rata assignment of any other Type of Commitment or Type of Loan of Administrative Agent, that portion of its UK Revolving Loan Commitment, its French Revolving Loan Commitment or its Japanese Revolving Loan Commitment, as the case may be, which represents the portion of the Indemnity 151 Participation and Indemnity Amount being assigned to such other Lender or Eligible Assignee by such Indemnifying Lender, and upon such assignment by Administrative Agent, such other Lender or Eligible Assignee shall become a UK Lender, a French Lender or a Japanese Lender hereunder, as the case may be. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and with such forms, certificates or other evidence, if any, with respect to United States federal income any withholding tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent or the appropriate persons, as the case may be, pursuant to subsection 2.7B(v2.7B(iii)(a) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, as fully set forth in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayedANNEX A); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit EXHIBIT IV or Exhibit EXHIBIT V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender’s rights Lender or another Lender or to an Approved Fund, with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the consent of Company and the assignee subject to each such assignment Administrative Agent (which consent of Company and Administrative Agent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that assignment to an Affiliate of the assigning Lender (or an Approved Fund) that would result in increased costs to Company shall also require the prior written consent of Company and such prior written consent of Company would not be unreasonably withheld and which may be conditioned on the Eligible Assignee agreeing not to require reimbursement from Company of such increased costs; provided, further, that after an Event of Default occurs and is continuing, the consent of Company shall not be required for assignment to an Eligible Assignee. To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (except in the event of an assignment to a Lender, and the Eligible Assignee, if it shall not already be an Affiliate of a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including Lender or an administrative questionnaire Approved Fund) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV-A, Exhibit IV-B or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of an assignment of the entire remaining any amount of the assigning to another Lender’s rights and obligations under this Agreement , or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of affiliated with the assigning Lender and or another Lender, with the assignee subject giving of notice to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise Borrower, or (b) be assigned in an aggregate amount of not less than $1,000,000 or integral multiples of $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee (or a group of related funds that each constitute an Eligible Assignee) with the prior written consent of Administrative Agent and, with respect to Revolving Loans and Revolving Loan Commitments, the Swing Line Lender and the Issuing Bank, and, so long as no Event of Default has occurred and is continuing, with the prior written consent of Borrower (each such which consent of Borrower, if required, and Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to 3,500 (unless waived by Administrative Agent information reasonably requested and unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required and provided, further, that only one recordation fee will be charged where multiple assignments are made by Administrative Agenta single assignor to multiple Approved Funds administered or managed by the same Person, or by multiple Approved Funds administered or managed by the same Person to a single assignee) and such forms (including an administrative questionnaire and such formsif the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iv); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender Bank, with respect to any outstanding Letters of Credit, such Lender shall continue to have all rights and obligations of an Issuing Lender Bank with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shallthereupon, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, new Notes shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of -------------------------------- Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Affiliated Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and Lender) to any other Eligible Assignee with the assignee subject to each such assignment shall not be less than $2,500,000, in the case consent of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as provided that no Potential Event of Default or Event of -------- Default has occurred and is continuing, the Company otherwise (which consent of Company and Agent shall not be 130 unreasonably withheld); provided further that notwithstanding clause -------- ------- (each a) above, any such assignment of any Working Capital Revolving Loan Commitment, Working Capital Revolving Loans, Letters of Credit or participations therein, or other Obligation related to the Working Capital Revolving Loan Commitment may only be assigned with the consent of Agent, such consent not to be unreasonably withheld withheld. To the extent of any such assignment in accordance with either clause (a) or delayed), (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with, except in connection with an assignment pursuant to subsection 2.8B, a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything -------- contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV-A, Exhibit IV-B, Exhibit IV-C, ------------ ------------ ------------ Exhibit IV-D or Exhibit V IV-E or Exhibit IV-F annexed hereto, as the ------------ ------------ ------------ case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (AI) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (BII) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, (d), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent and (dII) Administrative Agent, and if no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Company, andshall have consented thereto, (e) solely in the case of the assignment assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans or Revolving Loan Commitmentsand Letter of Credit participations, each Swing Line Lender and Issuing Lender, Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, ) and (If) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender Lender, if no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and (III) no consent of is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be required delivered promptly upon the execution of an Assignment Agreement clearly identifying the assignment to an Approved Fund. No such assignment shall be made (A) to a Borrower or any of such Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in connection with this clause (B), (C) to a natural person, or (D) to any assignment relating Person that, through its applicable lending office, is not capable of lending the applicable Alternative Currencies to the primary allocation or syndication relevant Borrower without the imposition of any additional Indemnified Taxes. No such assignment shall be made to any Person that, through its Funding and Payment Offices, is not capable of lending the Loans and Commitments by CS applicable Alternative Currencies to Eligible Assignees that are either organized under the laws relevant Borrowers without the imposition of the United States or are qualified to do business in one or more states of the United Statesadditional Indemnified Taxes. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.arising

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned by any Lender in the case of an assignment of amount not less than $5,000,000 or the entire remaining amount of the assigning Lender’s rights its Loans and obligations under this Agreement or (2) in the case Commitments and Letters of an assignment Credit if less than $5,000,000, provided that assignments by any Lender to a Lender or an Affiliate of a such Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning to any other Lender and the assignee subject to each such assignment shall not be less than $2,500,000subject to the limitations of this clause (a) so long as such assignments to Affiliates are made in accordance with clause (b) below, or (b) be assigned to any other Eligible Assignee with the giving of notice to Company and Administrative Agent and with the prior consent of Company and, in the case of any assignment of a Revolving Loanassignments by Lenders other than the Administrative Agent, or $1,000,000, in the case of any assignment of a Term Loan, unless each consent of Administrative Agent and, so long as no Event (which consent of Default has occurred Company and is continuing, Company otherwise consent (each such consent Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan its Commitment, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.8B. Upon such execution, delivery, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall not relinquish its rights which survive the termination of this Agreement under subsection 9.9B; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Note to Administrative Agent for cancellation, and thereupon Company shall issue and deliver to Administrative Agent new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning LenderNotes, substantially in the form of Exhibit IV or Exhibit V III annexed hereto, as the case may be, hereto with appropriate insertions, to be delivered to the assignee and, if applicable, to the assigning Lender, which new Notes will reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and, if applicable, the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of -------------------------------- Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Affiliated Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Borrowers and obligations under this Agreement Agent and with the consent of Agent (which consent shall not be unreasonably withheld or delayed) or (2b) be assigned in an aggregate amount of not less than $5,000,000 with respect to the case of an assignment Revolving Loan Commitments and $1,000,000 with respect to a Lender the Term Loans (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the giving of notice to Borrowers and with the assignee subject to each such assignment consent of Agent (which consent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The If any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V-A or Exhibit V V-B annexed hereto, as the ---------- ----------- ----------- case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan or other Obligation may assign to one or more Eligible Assignees all or any portion be assigned in an aggregate amount of its rights and obligations under this Agreement; provided that (a) except (1) not less than $1,000,000 in the case of an assignment of the entire remaining amount of the assigning Lender’s rights Loans and obligations under this Agreement Commitments (or (2x) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lendereach case, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may be, Loans and other Obligations of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, or (y) in the case event of simultaneous assignments by or to two or more Approved Funds such assignments shall be combined for purposes of determining whether the minimum assignment requirement as set forth above is met) to any assignment other Eligible Assignee without the consent of a Revolving Loan, or $1,000,000, in (but with notice to) Company and with the case of any assignment of a Term Loan, unless each consent of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise (which consent (each such consent shall not to be unreasonably withheld or delayed); provided that any assignment prior to the Funding Date other than to a Permitted Lender shall also require the consent of Company (which consent shall not be unreasonably withheld or delayed). If Company has not responded within ten Business Days to any request for an assignment, (b) each partial assignment Company shall be made as an deemed to have consented to such assignment. To the extent of any such assignment of a proportionate part of all in accordance with the above, the assigning Lender’s rights and Lender shall be relieved of its obligations under this Agreement with respect to the its Commitments, Loans or Commitments assigned and any assignment of all other obligations or any the portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the thereof so assigned. The parties to each such assignment shall (Ai) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, LLC) or (Bii) manually execute and deliver to Administrative Agent an Assignment Agreement, in each case, together with a (x) processing and recordation fee of $3,500US$3,500 (which may be reduced or waived in the sole discretion of Administrative Agent), and (y) an Administrative Questionnaire, substantially in the form of Exhibit VIII annexed hereto, if the Eligible Assignee, if it Assignee shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire Lender hereunder and (z) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that. The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, anything contained in if any such assignment occurs after the issuance of the Loan Documents to Notes hereunder, the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Note to Administrative Agent for cancellation, and thereupon a new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, Note shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to (or any Lender together with one or more Eligible Assignees other Lenders) may (a) assign all or any a portion of its rights Commitments (and obligations under this Agreement; provided related outstanding Obligations) hereunder and/or risk participation therein to an Affiliate pursuant to subsection 3.1C, PROVIDED that such Affiliate (ax) except is an Eligible Assignee or (1y) in represents that it has the case of an assignment financial resources to fulfill its commitments hereunder and shall provide such documents requested by the Administrative Agent which demonstrate to the reasonable satisfaction of the entire remaining amount of Administrative Agent that it has the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment financial resources to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loanfulfill its commitments hereunder, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all with the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment consent of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that, (I) with respect assign all, or if less than all, a portion equal to the Term Loans, at least $1,000,000 in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to aggregate for the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a assigning Lender or any Approved Fund Lenders, of a Lender its or their Commitments (and (IIIrelated outstanding Obligations) no consent of Company shall be required in connection with any assignment relating hereunder to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states Eligible Assignees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement, PROVIDED that (x) at such time Schedule 2.1 shall be deemed modified to reflect the Commitments of such new Lender and of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreementexisting Lenders, (y) new Notes will be issued, at the assignee thereunder shall Borrower's expense, to such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be a party hereto and, in conformity with the requirements of subsection 2.1E (with appropriate modifications) to the extent that rights and obligations hereunder have been assigned needed to it pursuant to such Assignment Agreementreflect the revised Commitments, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non- refundable assignment fee of $2,000. To the extent of any assignment pursuant to this subsection 10.1B, the assigning Lender thereunder shall, to the extent that rights and shall be relieved of its obligations hereunder have been with respect to its assigned by Commitments (it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive being understood that the termination of this Agreement under subsection 10.9B) and be released from its obligations indemnification provisions under this Agreement shall survive as to such assigning Lender). At the time of each assignment pursuant to this subsection 10.1B to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender, as a condition to its becoming a Lender hereunder, shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreementif applicable, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided Subsection 4.04(b)(ii) Certificate) described in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.4.04(b).

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the consent of Administrative Agent and Company (which consent shall not be unreasonably withheld). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent and Company pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender 128 thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement Agreement, subject to subsection 10.9B (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to -------- the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV-A or Exhibit V IV-B annexed hereto, as the case may be, ------------ ------------ with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may beCommitments, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the consent of Company and the assignee subject to each such assignment Agent (which consent of Company and Agent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that assignment to an Affiliate of the assigning Lender that would result in increased costs to Company shall also require the prior written consent of Company; provided FURTHER that after an Event of Default occurs and is continuing, the consent of Company shall not be required for assignment to an Eligible Assignee. To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit EXHIBIT IV or Exhibit EXHIBIT V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more other Lenders, Affiliates of Lenders, Affiliated Funds of Lenders or, as reasonably approved by Agent and, provided no Potential Event of Default or Event of Default is then continuing, Borrower, other Eligible Assignees Assignees, all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Affiliated Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0003,000,000 (unless Agent otherwise consents, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Affiliated Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii), and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, except in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a another Lender, any an Affiliate of a Lender or any Approved an Affiliated Fund of a Lender and (III) Lender, Agent and, provided no consent Potential Event of Company Default or Event of Default is then continuing, Borrower shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Stateshave consented thereto. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. (ii)

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Term Loan Exposure, LC Facility Exposure or Term Loan Synthetic Letter of Credit Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0005,000,000, in the case of any assignment of a Revolving Loan, or the Dollar Equivalent of $1,000,000, in the case of any assignment of a Term Loan, or $2,500,000, in the case of any assignment of a LC Facility Loan or Synthetic Letter of Credit Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A1) electronically execute and deliver to Administrative Agent Agent, for its acceptance and recording, an Assignment Agreement Agreement, via an electronic settlement system acceptable to Administrative Agent (which shall initially be ClearPar LLC) or (B2) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (at Administrative Agent’s discretion), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters and with respect to information requested under the Patriot Act as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iii), (d) in the case of an assignment of all or a portion of a Revolving Loan Commitment of any Lender, Administrative Agent, Swing Line Lender and with respect each Revolving Issuing Lender shall have given their prior written consent to information requested under such assignment, (e) (1) in the Patriot Actcase of an assignment of all or a portion of an LC Facility Commitment of any Lender, Administrative Agent and each LC Facility Issuing Lender shall have given their prior written consent to such assignment and (2) in the case of an assignment of all or a portion of a Synthetic Letter of Credit Commitment of any Lender, Administrative Agent and each Synthetic Letter of Credit Issuing Lender shall have given their prior written consent to such assignment, and (f), except in the case of an assignment to another Lender (and except as provided in subclauses (d) and (e) of this sentence), an Affiliate of a Lender or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing LenderBorrower, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V, Exhibit VII or Exhibit V VIII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Term Loans, Revolving Loans, LC Facility Loans and/or outstanding Term or Synthetic Letter of Credit Loans, as the case may be, of the assignee and/or the assigning Lender. Without the consent of Administrative Agent, (I) the LC Facility Certificate of Deposit funded by any LC Facility Lender shall not be released in connection with any assignment of its LC Facility Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to subsections 3.3B(ii) and 3.3C(i)(b) in respect of such assignee’s obligations under the LC Facility Commitment assigned to it and (II) the Credit-Linked Deposit funded by any Synthetic Letter of Credit Lender shall not be released in connection with any assignment of its Synthetic Letter of Credit Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to subsections 3.3B(iii) and 3.3C(i)(c) in respect of such assignee’s obligations under the Synthetic Letter of Credit Commitment assigned to it. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit Obligation or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Borrower and obligations under this Agreement Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letter of Credit Obligations, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the giving of notice to Borrower and with the assignee subject to each such assignment consent of Agent (which consent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Loans, Letter of Credit participations shall be made only as an assignment of Obligations, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesSECTION 2.8. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9BSECTION 9.9(B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may beapplicable, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender With notice to the Borrower and the Administrative Agent, each Term Loan Commitment, Term Loan or other Obligation may assign be assigned in any amount to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning another Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or , an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender or another Lender, any other Person or to any other Assignee Lender (treating any two or more investment funds that invest in commercial loans and that are managed or advised by the assignee subject same investment advisor or by an Affiliate of such investment advisor as a single Assignee Lender). To the extent of any such assignment, the assigning Lender shall be relieved of its obligations with respect to its Term Loan Commitment, Term Loan or other Obligations or the portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire for its acceptance and recording and delivery to the Borrower, a Lender Assignment Agreement and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Lender Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesSection 4.6. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Lender Assignment Agreement, (y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment Agreement, Agreement relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9BSection 10.4) and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment Agreement covering all or the remaining portion of an assigning Lender’s Lenders' rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Term Loan Commitments hereunder shall be modified to reflect the Term Loan Commitment of such assignee and any remaining Term Loan Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Term Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Term Note to the Administrative Agent for cancellation, and thereupon new Term Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, Loans of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Each Lender may assign to one its interests in either or more Eligible Assignees all both of its Revolving Commitment or any Term Commitment (without the requirement that a ratable portion of its rights each of the Commitments be assigned) and obligations under this Agreement; the Loans (and, with respect to the Revolving Commitment, Letters of Credit) thereunder, or other Obligations, provided that each such assignment (ai) except shall be subject to the written consent of Borrower and the Administrative Agent (1which consents shall not be unreasonably withheld, provided that when an Event of Default exists, no such consent will be required from Borrower), (ii) which is not to another Lender or to an Affiliate of the assigning Lender shall be in the case of an assignment assignments of the entire remaining Term Commitments in an amount of the assigning Lender’s rights not less than $1,000,000, and obligations under this Agreement or (2) in the case of assignments of the Revolving Commitment shall be in an assignment to a Lender amount which is not less than $5,000,000 (in each case, or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan Exposureassigned Commitment, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender), and shall be to an Eligible Assignee described in clause (A) of the assignee subject definition of “Eligible Assignee”, and (iii) shall effect a pro rata assignment of the Loans, Letters of Credit (or participations therein) and commitment of the assigning Lender. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayedSection 2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its NotesNote, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection Section 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, Lender to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender’s rights Lender or another Lender or to a Related Fund, with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to, and reasonable consultation with, Company and with the consent of Administrative Agent (which consent of Administrative Agent shall not be unreasonably withheld or delayed);provided that (1) any assignment from Arranger to any Eligible Assignee shall not require the consent of Administrative Agent and (2) no consultation with Company shall be required if at the time of the assignment an Event of Default shall have occurred and be continuing. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment 122 130 Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y1) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shallthereupon, if so requested by upon the request of the assignee and/or the assigning Lender in accordance with subsection 2.1ELender, new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans AXELs and/or outstanding Converted Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Borrower and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and Lender) to any other Eligible Assignee with the assignee subject to each such assignment shall not be less than $2,500,000consent of Borrower and, in the case of any assignment of a Revolving Loanassignments by Lenders other than ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event (which consent of Default has occurred Borrower and is continuing, Company otherwise consent (each such consent Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y1) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the 125 case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, AXELs of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Each Lender may assign proposing to one or more Eligible Assignees all or make any portion assignment of its rights Commitment, Loans, Letters of Credits or participations therein, or other Obligations shall provide Company with at least ten (10) Business Day's prior written notice of such assignment and obligations under this Agreement; provided that the intended assignee. Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may (a) except be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Company and Agent or (1b) be assigned in an aggregate amount of not less than $10,000,000 to any other Eligible Assignee with the case consent of an Company and Agent (which consent of Agent shall not be unreasonably withheld); PROVIDED that any such assignment in accordance with either clause (a) or (b) above shall effect a pro rata assignment of the entire remaining amount Revolving Loans (and participations in Letters of Credit) and the Revolving Loan Commitment of the assigning Lender’s rights and obligations under this Agreement , on the other hand. To the extent of any such assignment in accordance with either clause (a) or (2b) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lenderabove, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) 2.7B(iii)(a). Upon such execution, delivery , acceptance and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, recordation in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) belowRegister, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit, or participation therein or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of an assignment of the entire remaining any amount of the assigning to another Lender who is a Non-Defaulting Lender’s rights and obligations under this Agreement or (2) in the case of an assignment , to a Lender or an Affiliate of a Lender or an Approved Fund of a Non-Defaulting Lender, or to an Affiliate of the assigning Lender or another Lender who, in either such case, is a Non-Defaulting Lender, with the consent of Administrative Agent (which consent shall not be unreasonably withheld) and the giving of notice to Company; provided that, after giving effect to a proposed assignment to another Lender, the assigning Lender shall have an aggregate Commitment of at least $5,000,000 unless the proposed assignment constitutes the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit, and participations therein and other Obligations of the assigning Lender Lender, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the consent of Administrative Agent (which consent shall not be unreasonably withheld) and the assignee subject giving of notice to Company. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and 3,500 payable by the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire assigning Lender and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9Bl0.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender shalland, upon the effectiveness of if any such assignment or as promptly thereafter as practicableoccurs after the issuance of the Notes hereunder, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1Eshall surrender its applicable Notes and, upon such surrender, new Notes shall be issued to the assignee and/or and, if applicable, to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V, Exhibit VI, Exhibit VII or Exhibit V VIII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Term Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to (or any Lender together with one or more Eligible Assignees other Lenders) may (a) assign all or any a portion of its rights Commitments, Loans, Letters of Credit or participation therein and obligations under this Agreement; provided related outstanding Obligations hereunder and/or risk participation therein to an Affiliate pursuant to subsection 3.1C, PROVIDED that such Affiliate (ax) except (1) in the case of is an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement Eligible Assignee or (2y) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing LenderRevolving Loans, Letters of Credit or participation therein, or Swing Line Loans, represents that it has the financial resources to fulfill its commitments hereunder and shall have consented thereto provide such documents requested by Administrative Agent which demonstrate to the reasonable satisfaction of Administrative Agent that it has the financial resources to fulfill its commitments hereunder, or (b) with the consent of Administrative Agent (which consents consent shall not be unreasonably withheld or delayed); provided that, (I) with respect assign all, or if less than all, a portion equal to at least $1,000,000 in the Term aggregate for the assigning Lender or Lenders, of its or their Commitments, Loans, in the case Letters of an assignment Credit or participation therein, and related outstanding Obligations hereunder to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states Eligible Assignees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment 121 130 and Assumption Agreement, PROVIDED that (x) at such time Schedule 2.1 shall be deemed modified to reflect the Commitments, Loans, Letters of Credit or participation therein, and related outstanding Obligations hereunder, of such new Lender and of the United States. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreementexisting Lenders, (y) new Notes will be issued, at Borrower's expense, to such new Lender and to the assignee thereunder shall assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be a party hereto and, in conformity with the requirements of subsection 2.1E (with appropriate modifications) to the extent that rights needed to reflect the revised Commitments, Loans, Letters of Credit or participation therein, and related outstanding Obligations hereunder and (z) Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment fee of $2,000. To the extent of any assignment pursuant to this subsection 10.1B, the assigning Lender shall be relieved of its obligations hereunder have been with respect to its assigned Commitments, Loans, Letters of Credit or participation therein and other outstanding Obligations hereunder (it being understood that the indemnification provisions under this Agreement shall survive as to it such assigning Lender). At the time of each assignment pursuant to such Assignment Agreement, shall have the rights and obligations of this subsection 10.1B to a Person which is not already a Lender hereunder and shall be deemed to have made all which is not a United States person (as such term is defined in Section 7701(a)(30) of the agreements of Code) for Federal income tax purposes, the respective assignee Lender, as a condition to its becoming a Lender contained in hereunder, shall provide to Borrower and Administrative Agent the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement appropriate Internal Revenue Service Forms (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreementif applicable, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided Subsection 4.04(b)(ii) Certificate) described in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.4.04(b).

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Tranche A Term Loan Exposure or Tranche B Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0001,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company each Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Commitment or Revolving Loans or Letter of Credit participations Loan shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Commitment and Revolving Loans and Letter of Credit participationsLoans, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv), (d) and with respect to information requested under assignments of Tranche B Term Loans or Revolving Loans, except in the Patriot Actcase of an assignment to another Lender, and (d) an Affiliate of a Lender or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing LenderBorrower, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that, withheld) and (Ie) with respect to the assignments of Tranche A Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company Administrative Agent and each Borrower shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Stateshave consented thereto. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon Upon the effectiveness of such assignment or as promptly thereafter as practicable, (I) the assigning Lender shall, if requested by any Borrower, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, and (II) new Notes shall, if requested by the assignee in accordance with subsection 2.1E, be issued to the assignee. Any new Notes so issued shall be substantially in the form of Exhibit IV B-1, Exhibit B-2 or Exhibit V B-3 annexed hereto, as the case may beappropriate, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or the assigning Lender, as the case may be. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $10,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the consent of Company and the assignee subject to each such assignment Agent (which consent of Company and Agent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), ; provided that any such assignment in accordance with either clause (a) or (b) each partial above shall effect a pro rata assignment shall be made as an assignment (based on the respective principal amounts thereof then outstanding or in effect) of a proportionate part of all both the assigning Lender’s rights Commitment and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment. To the extent of any such assignment in accordance with either clause (a) or (b) above, Revolving Loans and Letter the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit participationsor participations therein, (c) or other Obligations or the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case 5,000,000 (aggregating concurrent assignments to two or more Affiliated Funds for purposes of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loandetermining such minimum amount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required, and provided that only one such processing and recordation fee shall be required in connection with concurrent assignments to two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v2.7B(iv) and with respect to information requested under the Patriot Act, and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of (A) Administrative Agent, and (B) if no Event of Default has occurred and is continuing, Companyor if such assignment is to an Eligible Assignee having primary capital of less than $250,000,000, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, Borrower and (C) Swing Line Lender and each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayedwithheld); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent Borrower for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form forms of Exhibit IV or and Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Related Fund of the assigning Lender or another Lender’s rights , with the giving of notice to the Borrower and obligations under this Agreement the Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the giving of notice to the Borrower and with the consent of the Administrative Agent and the assignee subject Borrower (which consent shall not be unreasonably withheld or delayed) unless (I) an Event of Default shall have occurred and be occurring or (II) such assignment is consented to by the Administrative Agent within 15 days after the Initial Borrowing Date, in each of which cases the consent of the Borrower to such assignment shall not be required. Any assignment of Loans hereunder shall effect a pro rata assignment of the Notes with respect to each Aircraft or Spare Engine Pool. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitment, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii)(a); provided, and (d) Administrative Agenthowever, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents that such processing fee shall not be unreasonably withheld or delayed); provided that, (I) with respect to required where the Term Loans, in the case of assignee is an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a existing Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided thatfurther, anything contained however, that the assigning Lender shall retain any right to payment accrued under subsections 2.6C, 2.6D, 2.7, 9.2 or 9.3 unless such rights are explicitly assigned to the assignee in the Assignment Agreement. The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Loan Documents to Notes hereunder, the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IIA annexed hereto or Exhibit V IIB annexed hereto, as the case may beappropriate, with appropriate insertions, to reflect the amounts of the new Commitments and/or Commitment or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of an assignment of the entire remaining any amount of the assigning to another Lender’s rights and obligations under this Agreement , or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender or another Lender, with the giving of notice to the Borrowers and the assignee subject to each such assignment prior written consent of the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld or delayed) or (b) be assigned in full or in an aggregate amount of not less than $2,500,000, in 5,000,000 to any other Eligible Assignee with the case consent of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no and (except during the continuance of an Event of Default has occurred Default) the Borrowers (which consent of the Borrowers and is continuing, Company otherwise consent (each such consent the Administrative Agent shall not to be unreasonably withheld or delayed), . To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan its Commitment, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Notes to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as Each Borrower hereby agrees to execute and deliver to the Administrative Agent (for delivery to the applicable Lenders) such replacement Notes within 3 Business Days of the Administrative Agent's request there- for, provided in subsection 2.1A(iii) that the Administrative Agent shall deliver to the applicable Borrower a certificate or other evidence reasonably satisfactory to such Borrower that the original notes have been delivered to the Administrative Agent and subsection 10.5, any assignment or transfer by a Lender will be cancelled upon delivery of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.the replacement Notes.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and Lender) to any other Eligible Assignee with the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each consent of Administrative Agent and, so long as no except during the continuance of an Event of Default has occurred Default, with the consent of Company (which consent of Company and is continuing, Company otherwise consent (each such consent Administrative Agent shall not to be unreasonably withheld or delayed); provided, however that any Lender that assigns its Revolving Sterling Loan -------- ------- Commitment must also assign a pro rata portion of its Revolving Loan Commitment. To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreement, (y1) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an the Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or and to the assigning Lender, 133 substantially in the form of Exhibit IV IV, Exhibit V, Exhibit VI or Exhibit V ------- -- --------- ---------- ------- VII annexed hereto, as the case may be, with appropriate insertions, to --- reflect the amounts of the new Commitments and/or outstanding Revolving Tranche A Term Loans and/or outstanding Tranche B Term Loans and/or Tranche C Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment or Loan may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Approved Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Borrower and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure Commitments or Term Loan Exposure, as the case may be, Loans of the assigning Lender and Lender) to any other Eligible Assignee treating any two or more Approved Funds with the assignee subject to each such assignment shall not be less than $2,500,000, in same investment advisor as a single Eligible Assignee with the case consent of any assignment Borrower (unless a Potential Event of a Revolving Loan, Default or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no an Event of Default has occurred and is continuing, Company otherwise ) and Administrative Agent (which consent (each such consent of Borrower and Administrative Agent shall not to be unreasonably withheld or delayed), (b) ; provided that each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement Agreement. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to the its Commitments or Loans or Commitments assigned and any assignment of all or any the portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (provided that (i) no such processing and recordation fee shall be payable if the assignee is an Affiliate of the assignor or a Person under common management with the assignor, and (ii) only one such fee shall be required in connection with a simultaneous assignment to a group of Approved Funds with the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, same investment advisor) and such forms (including an administrative questionnaire and such formsif the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations hereunder, and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT V, EXHIBIT VI or Exhibit V EXHIBIT VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (a) be assigned, in any amount to an Eligible Assignee that is a Lender, or an Affiliate of a Lender or another Lender or an Approved Fund, or may assign be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder), provided that the provisions of this clause (a) shall not apply to any Affiliate of the Borrower to the extent that such Affiliate becomes a Lender as a result of the provisions of subsection 10.1I, (b) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees all or any portion (other than Affiliates of its rights and obligations under this Agreement; the Borrower) which are Affiliates, provided that (arelated Approved Funds shall be treated as one assignor or assignee in determining compliance with such minimum assignment amount) except (1) in the case of an assignment of the entire remaining amount of the assigning to any other Eligible Assignee that is not at such time a Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or , an Affiliate of a Lender or an Approved Fund of a Lender, Lender with the aggregate amount giving of notice to the Borrower and the Administrative Agent; provided that if any assignment permitted by this clause (b) relates to (i) TLF I Commitments or TLF II Commitments (but not TLF I Loans or TLF II Loans) or (ii) Revolving Loans or Revolving Loan Exposure or Term Loan ExposureCommitments, as then the case may beBorrower shall have provided prior consent to such assignment, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably conditioned, withheld or delayeddelayed and to be deemed given unless the Borrower has notified the assigning Lender of its objection to such proposed transfer within five (5) Business Days after its receipt of a request for such consent or (c) with respect to assignments of Term Loans to Affiliates of the Borrower pursuant to and in accordance with the terms and conditions of subsection 10.1I, be assigned in an aggregate amount of not less than the amount specified in subsection 10.1I(ii) with the giving of prompt notice to the Administrative Agent. To the extent of any such assignment in accordance with clause (a), (b) each partial assignment and (c) above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties portion thereof so assigned. The assignor or assignee to each such assignment shall (A) electronically execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,5002,000 in respect of assignments, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and in each case such forms, certificates documentation or other evidenceinformation, if any, with respect to United States federal income tax withholding matters Included Taxes as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent pursuant to subsection 2.7B(v2.7B(iii)(a); provided, however, only one such fee shall be payable in connection with simultaneous assignments to or by two or more related Approved Funds, and in the event that the Administrative Agent, in its sole discretion, determines that the Term Loans after the TLF II Commitment Termination Date may be settled through a Settlement Service (defined below) and pursuant to subsection 10.1C, only a written or electronic confirmation of such assignment issued by a Settlement Service (a “Settlement Confirmation”) shall be delivered with respect to information requested under assignments settled through the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United StatesSettlement Service. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment AgreementEffective Date, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder (provided, that with regard to assignments occurring after the termination of syndication (as set forth in that certain Commitment Letter, dated as of January 12, 2010, among the Arrangers, the Sponsor and the Borrower), no assignee, including an assignee that is already a Lender hereunder at the time of the assignment, shall be deemed entitled to receive any greater amount pursuant to Section 2.7B(ii)(c) hereof with respect to the assigned interest than that to which the assignor would have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related been entitled to receive had no such rights and obligations assignment occurred) and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B10.10B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement or, if applicable, Settlement Confirmation covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Approved Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent, or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and its Affiliates) to any other Eligible Assignee with the assignee subject to each such assignment consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that, (b) each partial unless otherwise agreed to in writing by Company and -------- Administrative Agent or unless such assignment shall be made as an assignment of a proportionate part of all is for the assigning Lender’s rights 's entire interest hereunder and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving other Loan CommitmentDocuments, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan CommitmentLender shall have, Revolving immediately after giving effect to such assignment, not less than an aggregate amount of $5,000,000 in Commitments, Loans and Letter of Credit; and provided further, however, -------- ------- ------- that (x) upon the occurrence and during the continuance of an Event of Default, or (y) in the case of assignments by GSCP, Fleet or DLJ, assignments may be made without the consent of Company or Administrative Agent, upon the giving of notice to Company and Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit participationsor participations therein, (c) or other Obligations or the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500500 in the case of assignments pursuant to clause (a) above and assignments by GSCP, Fleet or DLJ and $2000 in the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire case of all other assignments and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent and the Company pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained -------- in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.157

Amounts and Terms of Assignments. Any Lender may assign to one or more other Lenders, Affiliates of Lenders, Affiliated Funds of Lenders or, as reasonably approved by Agent and, provided no Potential Event of Default or Event of Default is then continuing, Borrower, other Eligible Assignees Assignees, all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Affiliated Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0003,000,000 (unless Agent otherwise consents, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Affiliated Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iii), and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that, (I) with respect to the Term Loans, except in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a another Lender, any an Affiliate of a Lender or any Approved an Affiliated Fund of a Lender and (III) Lender, Agent and, provided no consent Potential Event of Company Default or Event of Default is then continuing, Borrower shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Stateshave consented thereto. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and with the consent of Administrative Agent (which consent shall not be unreasonably withheld). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans or Letter of Credit participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment AgreementAcceptance, together with a processing and recordation fee of $3,5003,500 (provided, and however, that no such processing fees shall be payable in the Eligible Assignee, if it shall not already be a party case of assignments pursuant to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire subsection 10.1 effected during the first five Business Days immediately following of the Closing Date) and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (y) the assignee thereunder shall be a party hereto and, to the extent that rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notesand, if anyany such 133 assignment occurs after the issuance of the Notes hereunder, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or upon surrender of the assigning Lender in accordance with subsection 2.1ELender's Notes, be issued (at the expense of Company) to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Additional Credit Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..

Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) ), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $2,500,0001,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loans Loan or Letter of Credit participations participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee shall be required), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act2.7B(iv), and (d) ), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, Administrative AgentAgent and, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that, ) and (Ie) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender Lender, if no Event of Default has occurred and (III) no consent of is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be required in connection with any delivered promptly upon the execution of an Assignment Agreement clearly identifying the assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United Statesan Approved Fund. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche B Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.

Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) except (1) be assigned in the case of any amount to another Lender, or to an assignment of the entire remaining amount Affiliate or Affiliated Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $3,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender Lender) to any other Eligible Assignee with the giving of notice to Company and with the assignee subject to each such assignment consent of Company and Agents (which consent of Company and Agents shall not be less than $2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000, in the case of any assignment of a Term Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed); PROVIDED, that the consent of Company shall not be required for assignments made during the continuance of any Event of Default. To the extent of any such assignment in accordance with either clause (a) or (b) each partial assignment above, the assigning Lender shall be made as an assignment relieved of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assigned and any assignment of all or any portion of a Revolving Loan Commitmentits Commitments, Revolving Loans or Letter Loans, Letters of Credit or participations shall be made only as an assignment of therein, or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire 3,000 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(v) and with respect to information requested under the Patriot Act, and (d) Administrative Agent, and if no Event of Default has occurred and is continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed2.7B(iii)(a); provided that, (I) with respect to the Term Loans, in the case of an assignment to an Eligible Assignee, no consent of Company shall be required, (II) with respect to the Revolving Loans and Revolving Loan Commitments, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by CS to Eligible Assignees that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreement, (y) 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 Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon 132 140 new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT IV, EXHIBIT V or Exhibit V EXHIBIT VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Tranche A Term Loans and/or outstanding Tranche B Term Loans and/or Revolving Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..