Common use of Assignments by Lender Clause in Contracts

Assignments by Lender. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any time. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at Loans) with the time owing to it) and prior written consent of the other Loan DocumentsBorrower, which consent shall not be unreasonably withheld or delayed; provided that no such assignment consent shall be made required for an assignment to the Borrower, any an Affiliate of the Borrower or Lender, or, if a Default has occurred and is continuing, any employees or directors other Person. In the event of any Obligor at any timesuch assignment, the Lender and the assignee or assignees may enter such intercreditor arrangements as they may determine to be necessary or advisable for the purpose of determining voting rights and similar issues hereunder. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement Agreement, and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section Sections 5 and Section 14.03. Any assignment or transfer by a Lender 10.3 with respect to facts and circumstances occurring prior to the effective date of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e)assignment.

Assignments by Lender. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to the Borrowerany Obligor, any Affiliate of the Borrower any Obligor, or any employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment Commitment, the Loans and the Term Loan L/C Obligations at the time owing to it) pursuant to documentation acceptable to the Lender and the other Loan Documents; provided assignee, it being understood and agreed that no with respect to any Letters of Credit outstanding at the time of any such assignment shall be made assignment, the Lender may sell to the Borrower, any Affiliate assignee a ratable participation in such Letters of the Borrower or any employees or directors of any Obligor at any timeCredit. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumptionsuch documentation, the assignee thereunder such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumptionthe Lender, have the rights and obligations of such the Lender under this Agreement Agreement, and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumptionso assigned, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering assignment of all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, 10.04 and Section 14.0310.05 with respect to facts and circumstances occurring prior to the effective date of such assignment, and shall continue to have all of the rights provided hereunder to the Lender in its capacity as issuer of any Letters of Credit outstanding at the time of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(bUpon request, the Borrowers (at their expense) shall be treated execute and deliver new or replacement Notes to the Lender and the assignee, and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for purposes the administration of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e)after giving effect thereto.

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees Assignees its rights and obligations under this Agreement (or, if an including its Revolving Credit Commitment and the Loans at the time owing to it); provided that so long as no Event of Default has occurred and is continuing, to any Person) all or assignment of a portion of its rights and obligations under this Agreement (including all or a portion of the Revolving Credit Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that no such assignment shall must be made to approved by the Borrower, any Affiliate of which approval shall not be unreasonably withheld, unless the Borrower or any employees or directors of any Obligor at any timePerson that is the proposed assignee is itself an Eligible Assignee. Subject to the acceptance and recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, shall to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 Sections 9.3 and Section 14.0311.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e)paragraph (d) of this Section.

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment and the Term Loan outstanding); provided that the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any such assignment unless (i) an Event of Default has occurred and is continuing at the time owing of such assignment or (ii) such assignment is to it) and the other Loan Documentsan existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided that no that, the Borrower shall be deemed to have consented to any such assignment unless it shall be made object thereto by written notice to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any timeLender within five (5) Business Days after having received notice thereof. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumptionof any such assignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumptionassigned, have the rights and obligations of such the Lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassigned, be released from its obligations under this Agreement (and, in the case of an Assignment assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, and Section 14.039.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) subsection shall be treated for purposes of this Agreement as a sale by such the Lender of a participation in such rights and obligations in accordance with Section 14.05(e9.06(d).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Term Loan Loans at the time owing to it) ). The party to each assignment shall execute and deliver to the other Loan Documents; provided that no Lender an Assignment and Assumption Agreement substantially in the form of Exhibit C. No such assignment shall be made to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any timethe Subsidiaries. Subject No such assignment shall be made to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from a natural person. From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, thereunder shall be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents , but shall continue to be entitled to the benefits of Section 5 2.14 with respect to facts and Section 14.03circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(bUpon request, the Borrower (at its expense) shall be treated for purposes of this Agreement as execute and deliver new or replacement Notes to the assignee Lender, and if the assigning Lender holds a sale by such Lender Note, it shall, contemporaneous with the Borrower’s delivery of a participation in new or replacement Note, deliver such rights and obligations in accordance with Section 14.05(e)Note to the Borrower, marked “Cancelled”.

Assignments by Lender. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, The parties to any Person) all or a portion of its rights assignment by the Lender hereunder shall execute and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made deliver to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any timeLender an Assignment and Assumption. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such a Lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 14.039.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) subsection shall be treated for purposes of this Agreement as a sale by such the Lender of a participation in such rights and obligations in accordance with Section 14.05(e9.06(c).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment Loan outstanding); provided that the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required for any such assignment unless (i) an Event of Default has occurred and the Term Loan is continuing at the time owing of such assignment or (ii) such assignment is to it) and the other Loan Documentsan existing Lender or an Affiliate of an existing Lender or an Approved Assignee; provided that no that, the Borrower shall be deemed to have consented to any such assignment unless it shall be made object thereto by written notice to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any timeLender within five (5) Business Days after having received notice thereof. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumptionof any such assignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumptionassigned, have the rights and obligations of such the Lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassigned, be released from its obligations under this Agreement (and, in the case of an Assignment assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.02, and Section 14.039.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) subsection shall be treated for purposes of this Agreement as a sale by such the Lender of a participation in such rights and obligations in accordance with Section 14.05(e9.06(d).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at Loans) with the time owing to it) and prior written consent of the other Loan DocumentsBorrower, which consent shall not be unreasonably withheld or delayed; provided that no such assignment consent shall be made required for an assignment to the Borrower, any an Affiliate of the Borrower or Lender, or, if a Default has occurred and is continuing, any employees or directors other Person. In the event of any Obligor at any timesuch assignment, the Lender and the assignee or assignees may enter such intercreditor arrangements as they may determine to be necessary or advisable for the purpose of determining voting rights and similar issues hereunder. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement Agreement, and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section Sections 5 and Section 14.03. Any assignment or transfer by a Lender 10.03 with respect to facts and circumstances occurring prior to the effective date of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e)assignment.

Assignments by Lender. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to the Borrower, any Affiliate of the Borrower its Subsidiaries, any of its Affiliates or any of their respective employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to the BorrowerParent Guarantor, any Affiliate of the Borrower its Subsidiaries, any of its Affiliates or any of their respective employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made to the Borrower, any an Affiliate of the Borrower Borrower, or any employees or directors of any Obligor the Borrower at any time; provided that the assigning Lender shall provide a notice of such assignment promptly after such assignment. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e). Notwithstanding the foregoing, the Lender may not assign its Commitment to make the Delayed Draw Loan before December 22, 2017.

Assignments by Lender. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made (i) to the Borrowerany Obligor, any Affiliate of the Borrower any Obligor or any employees or directors of any Obligor at any time, (ii) unless an Event of Default has occurred and is continuing, to any Disqualified Institution or (iii) without the prior written consent of the Agent. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Term Loan at Loans with the time owing to it) and prior consent of the other Loan Documents; Lead Borrower, such consent not be unreasonably withheld or delayed (provided that no such assignment shall consent will be made to required after the Borrower, any Affiliate occurrence and continuation of the Borrower or any employees or directors an Event of any Obligor at any timeDefault). Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender a lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, and Section 14.039.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(bUpon request, the Borrowers (at their expense) shall be treated for purposes of this Agreement as execute and deliver a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e)Note to the assignee Lender.

Assignments by Lender. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, The parties to any Person) all or a portion of its rights assignment by the Lender hereunder shall execute and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made deliver to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any timeLender an Assignment and Assumption. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such a Lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 14.039.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) subsection shall be treated for purposes of this Agreement as a sale by such the Lender of a participation in such rights and obligations in accordance with Section 14.05(e9.06(c).. [122] [TABLE OF CONTENTS] [(continued)] [Page]

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment its Commitments and the Term Loan Loans at the time owing to it) and the other Loan Documents; ), provided that (i ) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (A ) an Event of Default has occurred and is continuing at the time of such assignment or (B ) such assignment is to an Affiliate of a Lender or an Approved Fund and (ii ) no such assignment shall be made to the Borrower, any Affiliate of the Borrower or any employees of the Borrower's Affiliates or directors of any Obligor at any timeSubsidiaries or to a natural person. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumptionassignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumptionassignment, have the rights and obligations of such a Lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption assignment covering all of the assigning Lender’s 's rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 14.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(bUpon request, the Borrower (at its expense) shall be treated for purposes of this Agreement as execute and deliver a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e)Note to the assignee Lender.

Assignments by Lender. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to the Borrowerany Obligor, any Affiliate of the Borrower or any Obligor, any employees or directors of any Obligor at any timetime and (ii) no such assignment shall be made without the prior written consent of the Administrative Agent. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made to the Borrower, any an Affiliate of the Borrower Borrower, or any employees or directors of any Obligor the Borrower at any time; provided that the assigning Lender shall provide a notice of such assignment promptly after such assignment. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to the Borrowerany Obligor, any Affiliate of the Borrower any Obligor, or any employees or directors of any Obligor at any time, (ii) no such assignment shall be made without the prior written consent of the Administrative Agent, and (iii) no such assignment shall be made to a Competitor of any Obligor without the Borrower’s prior written consent. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment Commitment, the Loans and the Term Loan L/C Obligations at the time owing to it) pursuant to documentation acceptable to the Lender and the other Loan Documents; provided assignee, it being understood and agreed that no with respect to any Letters of Credit outstanding at the time of any such assignment shall be made assignment, the Lender may sell to the Borrower, any Affiliate assignee a ratable participation in such Letters of the Borrower or any employees or directors of any Obligor at any timeCredit. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumptionsuch documentation, the assignee thereunder such Eligible Assignee shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumptionthe Lender, have the rights and obligations of such the Lender under this Agreement Agreement, and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumptionso assigned, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering assignment of all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.02, 8.02 and Section 14.038.03 with respect to facts and circumstances occurring prior to the effective date of such assignment, and shall continue to have all of the rights provided hereunder to the Lender in its capacity as issuer of any Letters of Credit outstanding at the time of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(bUpon request, the Borrowers (at their expense) shall be treated execute and deliver new or replacement Notes to the Lender [*] Confidential Treatment Requested and the assignee, and shall execute and deliver any other documents reasonably necessary or appropriate to give effect to such assignment and to provide for purposes the administration of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e)after giving effect thereto.

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the Commitment its Commitments and the Term Loan Loans at the time owing to it) and the other Loan Documents; ), provided that (i) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (A) an Event of Default has occurred and is continuing at the time of such assignment or (B) such assignment is to an Affiliate of a Lender or an Approved Fund and (ii) no such assignment shall be made to the Borrower, any Affiliate of the Borrower or any employees of the Borrower’s Affiliates or directors of any Obligor at any timeSubsidiaries or to a natural person. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumptionassignment, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumptionassignment, have the rights and obligations of such a Lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 14.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(bUpon request, the Borrower (at its expense) shall be treated for purposes of this Agreement as execute and deliver a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e)Note to the assignee Lender.

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Term Loan at Loans with the time owing to it) and prior consent of the other Loan Documents; Lead Borrower, such consent not be unreasonably withheld or delayed (provided that no such assignment shall consent will be made to required after the Borrower, any Affiliate occurrence and continuation of the Borrower or any employees or directors an Event of any Obligor at any timeDefault). Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender a lender under this Agreement and the other Loan DocumentsAgreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, and Section 14.039.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(bUpon request, the Borrowers (at their expense) shall be treated for purposes of this Agreement as execute and deliver a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e)Note to the assignee Lender.

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at Loans) with the time owing to it) and prior written consent of the other Loan DocumentsBorrower, which consent shall not be unreasonably withheld or delayed; provided that no such assignment consent shall be made required for an assignment to the Borrower, any an Affiliate of the Borrower or Lender, or, if a Default has occurred and is continuing, any employees or directors other Person. In the event of any Obligor at any timesuch assignment, the Lender and the assignee or assignees may enter into such intercreditor arrangements as they may determine to be necessary or advisable for the purpose of determining voting rights and similar issues hereunder. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement Agreement, and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section Sections 5 and Section 14.03. Any assignment or transfer by a Lender 10.3 with respect to facts and circumstances occurring prior to the effective date of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e)assignment.

Assignments by Lender. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that no such assignment shall be made to the Borrower, any Affiliate of the Borrower or any employees or directors of any Obligor at any time. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e).

Assignments by Lender. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if other than a Disqualified Institution unless an Event of Default under Section 11.01(a) or (h) has occurred and is continuing, to any Person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Loans at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to the Borrowerany Obligor, any Affiliate of the Borrower any Obligor, or any employees or directors of any Obligor at any time, and (ii) no such assignment shall be made without the prior written consent of the Agent. Subject to the recording thereof by the Administrative Agent Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such the Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by a the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement ny-2328495 as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e).

Assignments by Lender. Any of the Lenders may at any time assign to one or more Eligible Transferees without the consent of the Borrower (or, if an Event of Default has occurred and is then continuing, to any PersonPerson without the consent of the Borrower) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan Obligations at the time owing to it) and the other Loan Documents; provided that (i) no such assignment shall be made to the Borrower, any an Affiliate of the Borrower Borrower, or any employees or directors of any Obligor the Borrower at any time, and (ii) the assigning Lender shall provide written notice of such assignment to the Administrative Agent and the Borrower promptly after such assignment. Subject to the recording thereof by the Administrative Agent a Lender pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of such Lender under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.0314.03 for Claims that arise from the period that such Lender was a Lender hereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights null and obligations in accordance with Section 14.05(e)void.

Assignments by Lender. Any of the Lenders The Lender may at any time assign to one or more Eligible Transferees all (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of) of its rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loan at Loans) with the time owing to it) and prior written consent of the other Loan DocumentsBorrower; provided that no such assignment consent shall be made required for an assignment to the Borrower, any an Affiliate of the Borrower Lender or, if an Event of Default has occurred and is continuing, to any other Person other than a natural person or any employees or directors a Disqualified Lender. In the event of any Obligor at any timesuch assignment, the Lender and the assignee or assignees may enter such intercreditor arrangements as they may determine to be necessary or advisable for the purpose of determining voting rights and similar issues hereunder. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), from From and after the effective date specified in each Assignment assignment and Assumptionassumption (which shall be in form and substance satisfactory to the Lender), the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment assignment and Assumptionassumption, have the rights and obligations of such the Lender under this Agreement Agreement, and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment assignment and Assumptionassumption, be released from its obligations under this Agreement (and, in the case of an Assignment assignment and Assumption assumption covering all of the Lender’s rights and obligations under this Agreement, such the Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section Sections 5 and Section 14.03. Any assignment or transfer by a Lender 13.02 with respect to facts and circumstances occurring prior to the effective date of rights or obligations under this Agreement that does not comply with this Section 14.05(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 Section 14.05(e)assignment.