Common use of No Assignment to Certain Persons Clause in Contracts

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliates, (B) to a natural Person, or (C) to Sponsor or any Sponsor Affiliate. Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliatesa natural person, (B) to any Defaulting Lender or any of its Subsidiaries (or any Person who, upon becoming a natural PersonLender hereunder, or would constitute any of the foregoing Persons described in this Section 9.04(b)(vi)), (C) except in accordance with Section 2.20 or Section 9.04(b)(v), to Sponsor the Borrower or any Sponsor Affiliateits Subsidiaries or (D) to a Disqualified Lender (but solely to the extent the Disqualified Lender list has been made available to the assigning Lender pursuant to Section 9.04(g)). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, Section 2.13 and 10.04 Section 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request; provided that, the Borrower (at their expense) shall execute and deliver a Note except to the assignee extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)paragraph (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Holdings, any Borrower or any of the Loan PartiesHoldings’ Subsidiaries Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or its subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this subclause (B) or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 9.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.012.13, 3.042.14, 3.05, 2.15 and 10.04 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower applicable Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06(d)9.04.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a natural PersonLender hereunder, would constitute a Defaulting Lender or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.015.8, 3.045.9, 3.055.10, 5.11 and 10.04 12.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 10.06(d)paragraph (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection paragraph (c) of this SectionSection 11.4, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.012.18, 3.042.19, 3.05, 2.20 and 10.04 11.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 paragraph (d) of this Section 10.06(d)11.4.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Borrower or any of the Loan Parties’ Borrower’s Affiliates or Subsidiaries or Affiliates, (B) to a natural PersonPerson (or a holding company investment vehicle or trust for, or (C) to Sponsor or any Sponsor Affiliateowned and operated for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections Section 3.01, Section 3.04, Section 3.05, and Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Ultimate Parent or any of the Loan Parties’ Subsidiaries Ultimate Parent’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person that, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 11.06(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement andand shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 11.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d11.06(e).

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, (B) to a natural Personany Defaulting Lender or its Subsidiaries or Affiliates that are Distressed Persons, or (C) to Sponsor or any Sponsor Affiliatea natural Person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.012.17, 3.042.18, 3.052.19, and 10.04 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Ultimate Parent or any of the Loan Parties’ Subsidiaries Ultimate Parent’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (cd) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement andand shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the each applicable Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 10.06(d)11.06.

No Assignment to Certain Persons. No such assignment shall be made to (Ai) any Person that fails to represent that it is a Qualified Person, (ii) the Loan Parties Company or any of the Loan Parties’ Subsidiaries Company’s Affiliates or AffiliatesSubsidiaries, (Biii) to a natural Person, person or (Civ) to Sponsor or any Sponsor Affiliatea Defaulting Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 7.04 and 10.04 9.12 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. The assignee Lender shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrowers and the Administrative Agent any certification, forms or other documentation in accordance with Section 9.01. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (c) of this Section.

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties a natural person or any of the Loan Parties’ Subsidiaries or Affiliates, (B) to a natural Personany Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (C) to Sponsor or any Sponsor AffiliateB). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 11.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d11.06(d).

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, or (B) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, or (C) to Sponsor or any Sponsor Affiliate). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Ultimate Parent or any of the Loan Parties’ Subsidiaries Ultimate Parent’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor or a natural person. No such assignment of Tranche A-2 Commitments shall be made at any Sponsor Affiliatetime prior to the initial funding of the Tranche A-2 Loans hereunder on the Closing Date to any Person that is not an Eligible Pre-Closing Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (cd) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement andand shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 10.06(d)11.06.

No Assignment to Certain Persons. No such assignment may be made to any Loan Party or any Defaulting Lender or any of their respective Affiliates or Subsidiaries. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliates, (B) to a natural Person, or (C) person. No such Assignment may be made to Sponsor or any Sponsor AffiliatePerson that owns a greater than 50% equity investment in a Certificated Air Carrier. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 12.07, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 12.04 and 10.04 12.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon requestrequest of the assignee Lender made itself or through the Administrative Agent, the Borrower Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06(d12.07. For purposes of determining compliance with Section 12.07(b)(v), the Administrative Agent and assigning Lender may rely upon the representations and warranties of the proposed assignee Lender; it being agreed that neither the Administrative Agent nor any assigning Lender shall have any duty of inquiry to determine such compliance.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, or (B) to a natural PersonPerson (or a holding company, investment vehicle or trust for, or (C) to Sponsor or any Sponsor Affiliateowned and operated for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 10.06, from and after the effective date specified in each Assignment and AssumptionAssumption Agreement, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAssumption Agreement, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAssumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.012.04(d), 3.042.06, 3.052.07, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06(d)10.06.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Borrower or any of the Loan Parties’ Borrower’s Subsidiaries or Affiliates, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor a natural Person (or any Sponsor Affiliatea holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). Subject to acceptance and recording recoding thereof by the Administrative Agent pursuant to subsection paragraph (c) of this Section, from and after the effective date specified in each Assignment and AssumptionAgreement, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01), and the assigning Lender assignor thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, shall be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, Article III and 10.04 Section 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at their its sole expense) shall execute and deliver a Note or Notes, as applicable, to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d(c).

No Assignment to Certain Persons. No such assignment may be made to any Loan Party, any Defaulting Lender, any Permitted Revolver Provider (or any lender under any Permitted Revolving Credit Facility or any agent thereof) or any of their respective Affiliates or Subsidiaries. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliates, (B) to a natural Person, or (C) to Sponsor or any Sponsor Affiliateperson. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 12.07, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 12.04 and 10.04 12.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon requestrequest of the assignee Lender made itself or through the Administrative Agent, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06(d)12.07. For purposes of determining compliance with Sections 12.07(b)(v) above, the Administrative Agent and assigning Lender may rely upon the representations and warranties of the proposed assignee Lender; it being agreed that neither the Administrative Agent nor any assigning Lender shall have any duty of inquiry to determine such compliance.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Intermediate Parent or any of the Loan Parties’ Subsidiaries Intermediate Parent’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor or a natural person. No such assignment of Commitments shall be made at any Sponsor Affiliatetime prior to the initial funding of the Loans hereunder on the Closing Date to any Person that is not an Eligible Pre-Closing Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (cd) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement andand shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 10.06(d)11.06.

No Assignment to Certain Persons. No such assignment shall be made to any Person that, through its Lending Offices, is not capable of lending the applicable Alternative Currencies to the relevant Borrowers (A) to without the Loan Parties imposition of any additional Indemnified Taxes or any of the Loan Parties’ Subsidiaries or Affiliates, (B) to a natural Person, or (C) to Sponsor or any Sponsor Affiliatewithout violating applicable Laws. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the each Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made to (A) to Holdings, the Loan Parties Borrower or any of the Loan Parties’ Borrower’s Subsidiaries or Affiliatesexcept as permitted under Section 2.3(d), (B) to a natural Person, person or (C) to Sponsor or any Sponsor Affiliatea Disqualified Lender. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.013.1, 3.043.4, 3.053.5, 12.3, 12.4 and 10.04 12.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, or (B) to a natural PersonPerson (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons). (Cvi) to Sponsor or any Sponsor Affiliate[Reserved]. (vii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 11.06(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection clause (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 10.06(d11.06(d).. (c)

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Sponsor or any Affiliate of Sponsor, Borrower or any of the Loan Parties’ Borrower’s Affiliates or Subsidiaries or Affiliates, (B) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, or (C) to Sponsor or any Sponsor Affiliate). Subject to acceptance and recording thereof by Administrative Agent in the Agent Register pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d); provided that an assignment or transfer not in compliance with Section 10.06(b)(iv) shall be void and of no force or effect.

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Borrower or any of the Loan Parties’ Borrower’s Affiliates or Subsidiaries or Affiliates, (B) to a natural Personperson (or a holding company, investment vehicle or trust for, or (C) to Sponsor or any Sponsor Affiliateowned and operated for the primary benefit of, a natural person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Parent Borrower or any of the Loan Parties’ Subsidiaries Parent Borrower’s Affiliates or AffiliatesSubsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a natural PersonLender hereunder, would constitute a Defaulting Lender or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such 105 Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.015.8, 3.045.9, 3.055.10, 5.11 and 10.04 12.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 10.06(d)paragraph (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or AffiliatesSubsidiaries, or (B) to a natural PersonPerson (or a holding company, investment vehicle or trust for, or (C) to Sponsor or any Sponsor Affiliateowned and operated for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 10.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06(d)10.06.

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Borrower or any of the Loan Parties’ Subsidiaries Borrower’s Affiliates or Affiliates, (B) to any natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or (C) to Sponsor or any Sponsor Affiliate). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.013.9, 3.04, 3.05, 3.10 and 10.04 10.6 and with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 10.06(d)paragraph (d) of this Section.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliates, (B) to a natural Person, or (C) to Sponsor or any Sponsor Affiliate. Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and 106 10453714v6 Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Parent or any of the Loan Parties’ Subsidiaries Parent’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (cd) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement andand shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 10.06(d)11.06.

No Assignment to Certain Persons. No such assignment may be made to any Loan Party or any Defaulting Lender or any of their respective Affiliates or Subsidiaries. No such assignment shall be made (A) to the Loan Parties or any of the Loan Parties’ Subsidiaries or Affiliates, (B) to a natural Person, or (C) person. No such Assignment may be made to Sponsor or any Sponsor AffiliatePerson that owns a greater than 50% equity investment in a Certificated Air Carrier. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 12.07, from and after the effective date specified in each Assignment and 130 Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 12.04 and 10.04 12.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon requestrequest of the assignee Lender made itself or through the Administrative Agent, the Borrower Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06(d12.07. For purposes of determining compliance with Section 12.07(b)(v), the Administrative Agent and assigning Lender may rely upon the representations and warranties of the proposed assignee Lender; it being agreed that neither the Administrative Agent nor any assigning Xxxxxx shall have any duty of inquiry to determine such compliance.

No Assignment to Certain Persons. No such assignment shall be made (A) to the Loan Parties Ultimate Parent or any of the Loan Parties’ Subsidiaries Ultimate Parent’s Affiliates or AffiliatesSubsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person that, upon becoming a natural PersonLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to Sponsor or any Sponsor Affiliatea natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this SectionSection 11.06(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement andand shall, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 3.05 and 10.04 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrower (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 11.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d11.06(e).

No Assignment to Certain Persons. No such assignment shall be made to (A) to the Loan Parties Company or any of the Loan Parties’ Company’s controlled Affiliates or Subsidiaries or Affiliates, (B) a natural Person (or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, or (C) to Sponsor or any Sponsor Affiliate). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including, for the avoidance of doubt, any rights and obligations pursuant to Section 3.01)Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.013.01 (subject to the requirements thereof, including Section 3.01(e)), 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower Company (at their its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d)subsection (d) of this Section.