Common use of No Assignment to Natural Persons Clause in Contracts

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting Lender, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3 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 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.410.06, from and after receipt by Administrative Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the effective date specified in each Assignment and AcceptanceAct for the assignee, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a the assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning LenderLending Party’s rights and obligations under this Agreement, such Lender Lending Party shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18Section 2.07, 2.19, 2.20 Section 2.08 and 10.3 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Xxxxxxxxx (at their sole expense) shall execute and deliver Notes to the assignee Lending Party. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section 10.410.06. If Notwithstanding anything to the consent contrary contained in this Agreement or any of the Borrowers to an assignment is required hereunder other Loan Documents: (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers A) no Lender shall be deemed required to have given their consent five Business Days after comply with this Section 10.06(b) in connection with any assignment of all or any portion of its rights and other obligations under or relating to the date notice thereof has actually been delivered by Loans, this Agreement and the assigning other Loan Documents to any Affiliate of such Lender (through other than any Loan Party, any Affiliate thereof or a natural person) or any Approved Fund related to such Lender, and such Lender shall have no obligation to disclose any such assignment to any such Person; provided, that such Lender shall continue to be liable as a “Lender” under this Agreement and the Administrative Agentother Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a “Lender” hereunder; (B) a Lender may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the BorrowersLoans, unless this Agreement and the other Loan Documents to a financial institution or other funding source (other than any Loan Party, any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such consent is expressly refused by the Borrowers on or prior Lender to such fifth Business DayPerson(s); (C) any Lender which is a fund may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the Loans, this Agreement and the other Loan Documents to its trustee (except if such trustee is any Loan Party, any Affiliate thereof or a natural person) in support of its obligation to its trustee; and (D) no pledge or grant of a security interest pursuant to the immediately preceding clauses (B) or (C) shall release the transferor Lender from any of its obligations hereunder or under any of the other Loan Documents and such Lender such Lender shall continue to be liable as a “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a “Lender” hereunder.

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.414.9, from and after the effective date specified in each Assignment and AcceptanceAssumption Agreement, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.187.1, 2.197.2, 2.20 and 10.3 14.5 with respect to facts and circumstances occurring prior to the effective date of such assignmentassignment 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 such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at 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 paragraph (b) Section 14.8 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 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day14.10.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. In connection with any waiver, consent or other action requiring Required Lender, Required Revolving Lender or Required Tranche Term Lender consent, notwithstanding anything in this Agreement to the contrary, (x) unless a Default shall have occurred and is continuing, none of the Borrower’s Affiliates shall be permitted to consent (or withhold its consent) with respect to the Loans and Commitments held by such Affiliates that are, in the aggregate, in excess of 10% of the aggregate outstanding amount of any Class of Loans and Commitments or all Loans and Commitments, as the case may be, as of the date of such waiver, consent or action, and for purposes of calculating Required Lender, Required Revolving Lender or Required Tranche Term Lender consent, as the case may be, an amount equal to the aggregate amount of any Loans or Commitments held by such Affiliates that is in excess of such 10% shall be deducted from the aggregate amount of Loans and Commitments outstanding entitled to vote with respect to such Class of Loans and Commitments or all Loans and Commitments, as the case may be, and (y) if a Default shall have occurred and is continuing, none of the Borrower’s Affiliates shall be permitted to consent (or withhold its consent) with respect to its Loans and Commitments, and for purposes of calculating Required Lender, Required Revolving Lender or Required Tranche Term Lender consent, as the case may be, an amount equal to the aggregate amount of all Loans or Commitments held by such Affiliates shall be deducted from the aggregate amount of Loans and Commitments outstanding entitled to vote with respect to such Class of Loans and Commitments or all Loans and Commitments, as the case may be. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05 and 10.3 10.04 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 Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above10.06(d), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or any holding company, investment vehicle or trust for, or owned and operated solely for the benefit of, a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.14, 2.192.15, 2.20 2.16 and 10.3 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 such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. In connection with any waiver, consent or other action requiring Required Lender, Required Revolving Lender, Required Term A Lender or Required Term B Lender consent, notwithstanding anything in this Agreement to the contrary, (x) unless a Default shall have occurred and is continuing, none of the Borrower’s Affiliates shall be permitted to consent (or withhold its consent) with respect to the Loans and Commitments held by such Affiliates that are, in the aggregate, in excess of 10% of the aggregate outstanding amount of any Class of Loans and Commitments or all Loans and Commitments, as the case may be, as of the date of such waiver, consent or action, and for purposes of calculating Required Lender, Required Revolving Lender, Required Term A Lender or Required Term B Lender consent, as the case may be, an amount equal to the aggregate amount of any Loans or Commitments held by such Affiliates that is in excess of such 10% shall be deducted from the aggregate amount of Loans and Commitments outstanding entitled to vote with respect to such Class of Loans and Commitments or all Loans and Commitments, as the case may be, and (y) if a Default shall have occurred and is continuing, none of the Borrower’s Affiliates shall be permitted to consent (or withhold its consent) with respect to its Loans and Commitments, and for purposes of calculating Required Lender, Required Revolving Lender, Required Term A Lender or Required Term B Lender consent, as the case may be, an amount equal to the aggregate amount of all Loans or Commitments held by such Affiliates shall be deducted from the aggregate amount of Loans and Commitments outstanding entitled to vote with respect to such Class of Loans and Commitments or all Loans and Commitments, as the case may be. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05 and 10.3 10.04 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 Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above10.06(d), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. In connection with such assignment, the assignor may assign all or any portion of its Competitive Advance Note and the Competitive Advances at the time owing to it, which, if so assigned, shall be assigned in such proportion as the assignor and assignee agree, but in no event shall the assignee acquire an interest in the Competitive Advances of the assignor of less than $5,000,000.00; provided, however, that in the event such assignor assigns all of its Commitment, such assignor shall assign all of its Competitive Advance Note and Competitive Advances, if any, in connection therewith. In the event that a portion of a Competitive Advance is assigned to such assignee, the Borrower shall upon the request of such assignee execute and deliver to such assignee a Competitive Advance Note, dated the effective date of such assignment and which shall otherwise be in substantially the form of the Competitive Advance Notes. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.11, 2.192.13, 2.20 2.14, 11.5 and 10.3 11.12 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 (i) to the assignee Lender and (ii) to the assignor Lender if such assignment is less than such assignor Lender’s entire commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DaySection.

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or any holding company, investment vehicle or trust for, or owned and operated solely for the benefit of, a natural Person). Subject to the acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Lender shall constitute a waiver or release of any claim of any party hereunder arising from such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower.

No Assignment to Natural Persons. No such assignment shall be made to (i) a natural personperson or (ii) a Xxxxxxx Competitor. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.13, 2.192.14, 2.20 2.15 and 10.3 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 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five ten (10) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower gives written notice to the assigning Lender prior to such fifth tenth (10th) Business DayDay that the Borrower objects to such assignment.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3 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 such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19, 2.20 2.19 and 10.3 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 such 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 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.414, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Credit Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.3, 2.193.5, 2.20 3.6 and 10.3 10(a) 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 Credit Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.414. If The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Any Lender may at any time following notice to the Borrower, without the consent of the Borrowers Borrower, the Agent, the Swingline Lender or the Issuing Bank sell participations to an assignment is required hereunder any Person (other than a natural person, the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Credit Agreement (including all or a consent portion of its Commitment and/or the Loans owing to an assignment which does not meet it); provided that (i) such Lender's obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the minimum assignment thresholds specified above)other parties hereto for the performance of such obligations and (iii) the Borrower, the Borrowers Agent, the Lenders, Issuing Bank and Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Credit Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or Unpaid Drawing or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or Unpaid Drawing or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 4.2 in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions of this Section 14 or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender. Subject to clause (f) of this Section 14, the Borrower agrees that each Participant shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) entitled to the Borrowersbenefits of Sections 3.3, unless such consent is expressly refused 3.5 and 3.6 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 14. To the Borrowers on or prior extent permitted by law, each Participant agrees to be subject to Section 9 and Section 12 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under Sections 3.3, 3.5 and 3.6 than the applicable Lender would have been entitled to receive with respect to the participation sold to such fifth Business DayParticipant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.6. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement to a Federal Reserve Bank or an Approved Fund to secure obligations of such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

No Assignment to Natural Persons. No such assignment shall be made to a natural personPerson. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.10, 2.192.12, 2.20 9.01, and 10.3 9.02 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 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 paragraph (d) of this Section 10.4Section. If The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the consent provisions hereof relating to Disqualified Lender. Without limiting the generality of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above)foregoing, the Borrowers Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Lender. Notwithstanding the foregoing, any assignment or sale of participations to a Disqualified Lender shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Daynull and void.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.410.06, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a the assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning LenderLending Party’s rights and obligations under this Agreement, such Lender Lending Party shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18Section 2.07, 2.19, 2.20 Section 2.08 and 10.3 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver Notes to the assignee Lending Party. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section 10.410.06. If Notwithstanding anything to the consent contrary contained in this Agreement or any of the Borrowers to an assignment is required hereunder other Loan Documents: (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers A) no Lender shall be deemed required to have given their consent five Business Days after comply with this Section 10.06(b) in connection with any assignment of all or any portion of its rights and other obligations under or relating to the date notice thereof has actually been delivered by Term Loans, this Agreement and the assigning other Loan Documents to any Affiliate of such Lender (through other than any Loan Party, any Affiliate thereof or a natural person) or any Approved Fund related to such Lender, and such Lender shall have no obligation to disclose any such assignment to any such Person; provided that such Lender shall continue to be liable as a “Lender” under this Agreement and the Administrative Agentother Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a “Lender” hereunder; (B) a Lender may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the BorrowersTerm Loans, unless this Agreement and the other Loan Documents to a financial institution or other funding source (other than any Loan Party, any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such consent is expressly refused by the Borrowers on or prior Lender to such fifth Business DayPerson(s); and (C) any Lender which is a fund may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to its trustee (except if such trustee is any Loan Party, any Affiliate thereof or a natural person) in support of its obligation to its trustee; and (D) no pledge or grant of a security interest pursuant to the immediately preceding clauses (B) or (C) shall release the transferor Lender from any of its obligations hereunder or under any of the other Loan Documents and such Lender such Lender shall continue to be liable as a “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a “Lender” hereunder.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.411.4(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3 11.3 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 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 paragraph (d) of this Section 10.411.4(d). If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth Business Day. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries, a Disqualified Institution or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. (e) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Sections 2.21(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 11.4 or the definition of “Required Lenders” and “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender, (vi) release any Guarantor or limit the liability of any such Guarantor under any Guaranty without the written consent of each Lender except to the extent such release is expressly provided under the terms of this Agreement or (vii) release all or substantially all collateral (if any) securing any of the Obligations. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19, and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 2.20(g) (it being understood that the documentation required under Section 2.20(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.4(b); provided that such Participant (A) agrees to be subject to the provisions of Sections 2.24 and 2.25 as if it were an assignee under Section 11.4(b) and (B) shall not be entitled to receive any greater payment under Sections 2.18 or 2.20, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provision of Section 2.25 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.7 as though it were a Lender; provided such Participant agrees to be subject to Section 2.21 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or any holding company, investment vehicle or trust for, or owned and operated solely for the benefit of, a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the 133 assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.142.18, 2.192.152.19, 2.20 2.162.20 and 10.3 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 such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower.

No Assignment to Natural Persons. No such assignment shall be made 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). 216004669 Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.410.8.3 [Register], from and after the effective date specified in each Assignment and AcceptanceAssumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.4 [Euro-Rate Unascertainable; Etc.], 2.194.8 [Increased Costs], 2.20 and 10.3 [Expenses, Indemnity; Damage Waiver] 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. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) Section 10.8.2 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 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day10.8.4 [Participations].

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or a Competitor. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 2.20, 2.21 and 10.3 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 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each L/C Issuer and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05 and 10.3 10.04 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 Lender of rights or obligations under this Agreement that does not comply with this paragraph (bSection 10.06(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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above10.06(d), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.410.06, from and after receipt by Administrative Agent of all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the effective date specified in each Assignment and AcceptanceAct for the assignee, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a the assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s Lending Party's rights and obligations under this Agreement, such Lender Lending Party shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18Section 2.07, 2.19, 2.20 Section 2.08 and 10.3 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Xxxxxxxxx (at their sole expense) shall execute and deliver Notes to the assignee Lending Party. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section 10.410.06. If Notwithstanding anything to the consent contrary contained in this Agreement or any of the Borrowers to an assignment is required hereunder other Loan Documents: (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers A) no Lender shall be deemed required to have given their consent five Business Days after comply with this Section 10.06(b) in connection with any assignment of all or any portion of its rights and other obligations under or relating to the date notice thereof has actually been delivered by Loans, this Agreement and the assigning other Loan Documents to any Affiliate of such Lender (through other than any Loan Party, any Affiliate thereof or a natural person) or any Approved Fund related to such Lender, and such Lender shall have no obligation to disclose any such assignment to any such Person; provided, that such Lender shall continue to be liable as a "Lender" under this Agreement and the Administrative Agentother Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a "Lender" hereunder; (B) a Lender may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the BorrowersLoans, unless this Agreement and the other Loan Documents to a financial institution or other funding source (other than any Loan Party, any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such consent is expressly refused by the Borrowers on or prior Lender to such fifth Business DayPerson(s); (C) any Lender which is a fund may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the Loans, this Agreement and the other Loan Documents to its trustee (except if such trustee is any Loan Party, any Affiliate thereof or a natural person) in support of its obligation to its trustee; and (D) no pledge or grant of a security interest pursuant to the immediately preceding clauses (B) or (C) shall release the transferor Lender from any of its obligations hereunder or under any of the other Loan Documents and such Lender such Lender shall continue to be liable as a "Lender" under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a "Lender" hereunder.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05, and 10.3 10.04 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 Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section. Notwithstanding anything to the contrary herein (including, without limitation, Section 10.4. If 10.01 and this Section 10.06), until after the consent of Borrowing on the Borrowers to an assignment is required Closing Date has occurred (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including a consent its obligation to an make Loans in respect of any Borrowing on the Closing Date) in connection with any syndication, assignment which does not meet or participation of Loans, including its Commitments in respect thereof and (ii) the minimum assignment thresholds specified above)Initial Lenders shall retain exclusive control over all rights and obligations with respect to its Commitments, the Borrowers shall be deemed including all rights with respect to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowersconsents, modifications, waivers and amendments, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower agrees in writing in its sole discretion.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.411.8.3 [Register], from and after the effective date specified in each Assignment and AcceptanceAssumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.184.4 [Rate Unascertainable; Etc.], 2.195.8 [Increased Costs], 2.20 and 10.3 11.3 [Expenses, Indemnity; Damage Waiver] 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 paragraph (b) Section 11.8.2 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 10.411.8.4 [Participations]. If a Lender assigns or transfers any of its rights or obligations under this Agreement or changes its Lending Office, and as a result of circumstances existing at the consent date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to an assignee or transferee Lender or Lender acting through its new Lending Office under Section 5.9 [Taxes], then such Lender shall only be entitled to receive payment under those subsections to the same extent as the assignor or transferor Lender or Lender acting through its previous Lending Office would have been if the assignment, transfer or change had not occurred; provided, this paragraph shall not apply: (i) in respect of an assignment or transfer made in the ordinary course of the Borrowers primary syndication of the Loans; or (ii) in relation to an assignment is required hereunder (including Section 5.9 [Taxes], to a consent to an assignment which does UK Treaty Lender that has provided the Borrower in writing a confirmation of its scheme reference number and jurisdiction of tax residence in accordance with Section 5.9 [Taxes] if the Borrower has not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Daymade a UK DTTP Filing in respect of that Lender.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) Section 10.06(c), and receipt by Administrative Agent of this Section 10.4all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act for the assignee, from and after the effective recordation date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a the assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning LenderLending Party’s rights and obligations under this Agreement, such Lender Lending Party shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18Section 2.07, 2.19, 2.20 Section 2.08 and 10.3 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrowers (at their expense) shall execute and deliver Notes to the assignee Lending Party. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph Section 10.06(d). Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents: (dA) no Lender shall be required to comply with this Section 10.06(b) in connection with any assignment of all or any portion of its rights and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to any Affiliate of such Lender (other than any Loan Party, any Affiliate thereof or a natural person) or any Approved Fund related to such Lender, and such Lender shall have no obligation to disclose any such assignment to any such Person; provided that such Lender shall continue to be liable as a “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.4. If 10.06(b) in order for such other Person to become a “Lender” hereunder; (B) a Lender may pledge, or xxxxx x Xxxx in, all or any portion of its rights and other obligations under or relating to the consent Term Loans, this Agreement and the other Loan Documents to a financial institution or other funding source (other than any Loan Party, any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such Lender to such Person(s); and (C) any Lender which is a fund may pledge, or xxxxx x Xxxx in, all or any portion of its rights and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to its trustee (except if such trustee is any Loan Party, any Affiliate thereof or a natural person) in support of its obligation to its trustee; and (D) no pledge or grant of a Lien pursuant to the immediately preceding clauses (B) or (C) shall release the transferor Lender from any of its obligations hereunder or under any of the Borrowers other Loan Documents and such Lender such Lender shall continue to an assignment is required hereunder (including be liable as a consent “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Daybecome a “Lender” hereunder.

No Assignment to Natural Persons. No such assignment shall be made to a natural personPerson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05, and 10.3 10.04 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 its expense) shall execute and deliver a Term 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DaySection.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.04, 2.19, 2.20 3.05 and 10.3 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SEVERAL LETTER OF CREDIT UNLESS SUCH SEVERAL LETTER OF CREDIT IS EITHER AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE. Upon request, the Borrower (at its expense) shall execute and deliver a Note in the applicable form to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DaySection.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c‎(c) of this Section ‎Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections ‎Section 2.18, ‎Section 2.19, ‎Section 2.20 and ‎Section 10.3 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 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 paragraph (d‎(d) of this Section ‎Section 10.4. If The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In establishing and maintaining the Register, the Administrative Agent shall serve as the Borrower's agent solely for tax purposes and solely with respect to the actions described in this Section, and the Borrower hereby agrees that, to the extent SunTrust Bank serves in such capacity, SunTrust Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute "Indemnitees". Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank sell participations to any Person (other than a natural person, the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Borrowers Participant, agree to an assignment is required any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender; (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby; (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby; (including a consent to an assignment which does not meet the minimum assignment thresholds specified aboveiv) change ‎Section 2.21(a), (b), (c) or ‎(e) in a manner that would alter the Borrowers pro rata sharing of payments required thereby, without the written consent of each Lender; (v) change any of the provisions of this ‎Section 10.4 or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any guaranty agreement without the written consent of each Lender except to the extent such release is expressly provided under the terms of such guaranty agreement; or (vii) release all or substantially all Collateral securing any of the Obligations. Subject to paragraph ‎(e) of this ‎Section 10.4, the Borrower agrees that each Participant shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) entitled to the Borrowersbenefits of ‎Section 2.18, ‎Section 2.19, and ‎Section 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph ‎(b) of this ‎Section 10.4. To the extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section 10.7 as though it were a Lender, provided such Participant agrees to be subject to ‎Section 2.18 as though it were a Lender. A Participant shall not be entitled to receive any greater payment under ‎Section 2.18 and ‎Section 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless such consent is expressly refused by the Borrowers on or prior sale of the participation to such fifth Business DayParticipant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of ‎Section 2.20 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with ‎Section 2.20(e) as though it were a Lender. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 2.20, 2.21 and 10.3 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 such Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not fully comply with this 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five ten Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth tenth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. In connection with any waiver, consent or other action requiring Required Lender, Required Revolving Lender or Required Term Lender consent, notwithstanding anything in this Agreement to the contrary, (x) unless a Default shall have occurred and is continuing, none of the Borrower’s Affiliates shall be permitted to consent (or withhold its consent) with respect to the Loans and Commitments held by such Affiliates that are, in the aggregate, in excess of 10% of the aggregate outstanding amount of any Class of Loans and Commitments or all Loans and Commitments, as the case may be, as of the date of such waiver, consent or action, and for purposes of calculating Required Lender, Required Revolving Lender or Required Term Lender consent, as the case may be, an amount equal to the aggregate amount of any Loans or Commitments held by such Affiliates that is in excess of such 10% shall be deducted from the aggregate amount of Loans and Commitments outstanding entitled to vote with respect to such Class of Loans and Commitments or all Loans and Commitments, as the case may be, and (y) if a Default shall have occurred and is continuing, none of the Borrower’s Affiliates shall be permitted to consent (or withhold its consent) with respect to its Loans and Commitments, and for purposes of calculating Required Lender, Required Revolving Lender or Required Term Lender consent, as the case may be, an amount equal to the aggregate amount of all Loans or Commitments held by such Affiliates shall be deducted from the aggregate amount of Loans and Commitments outstanding entitled to vote with respect to such Class of Loans and Commitments or all Loans and Commitments, as the case may be. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05 and 10.3 10.04 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 Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above10.06(d), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle organized and administered by such Granting Lender (an "SPV"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, such party will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof, provided that each Lender designating any SPV hereby agrees to indemnify and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPV during such period of forbearance. In addition, notwithstanding anything to the contrary contained in this Section 11.7(b), any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrowers and Administrative Agent to the extent otherwise required by this Section 11.7(b)) providing liquidity or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) subject to Section 11.16 disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.184.9, 2.194.10, 2.20 4.11, 4.12, 11.5, and 10.3 11.6 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 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DaySection.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3 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 such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after the date notice thereof has actually been delivered received by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05, and 10.3 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the US Borrower or the Canadian Borrower, as applicable, (at its expense) shall execute and deliver a Note to the assignee Lender with respect to the assigned interest and a replacement Note to the assigning Lender to the extent of the interest, if any, retained by such assigning Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section. Notwithstanding anything in this Section 10.4. If 10.06(b)(vi) or the definition of “Required Lenders” or “Supermajority Lenders” to the contrary, for purposes of determining whether the Required Lenders or Supermajority Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the Borrowers terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to an assignment is any Loan Document, or (iii) directed or required hereunder the Administrative Agent, Collateral Agent or any Lender to undertake any action (including or refrain from taking any action) with respect to or under any Credit Document, all Revolver Loans held by any Affiliate of a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Permitted Investor shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders or the Supermajority Lenders have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Daytaken any actions.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption (or Borrower Assignment Agreement or Affiliated Lender Assignment Agreement, as applicable), the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption (or Borrower Assignment Agreement or Affiliated Lender Assignment Agreement, as applicable), have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Assumption (or Borrower Assignment Agreement or Affiliated Lender is not a Defaulting LenderAssignment Agreement, as applicable), be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption (or Borrower Assignment Agreement or Affiliated Lender Assignment Agreement, as applicable) covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party) party hereto but shall continue to be entitled to the benefits of Sections 2.183.01, 2.19, 2.20 3.02 and 10.3 11.04 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 Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above11.06(d), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made 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). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.04, 2.19, 2.20 3.05 and 10.3 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SEVERAL LETTER OF CREDIT UNLESS SUCH SEVERAL LETTER OF CREDIT IS EITHER AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE. Upon request, the Borrower (at its expense) shall execute and deliver a Note in the applicable form to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph subsection (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DaySection.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Ryder shall not be deemed to have unreasonably withheld its consent for the purposes of this section if it advises the Administrative Agent and the applicable assignor Bank in good faith of the competitive business reasons why Ryder does not desire a financing relationship with the proposed assignee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4§21.3, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender Bank under this Agreement, and the assigning Lender Bank thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18§§6.7, 2.196.8, 2.20 6.10, 15, 18 and 10.3 19 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Lender Bank of rights or obligations under this Agreement that does not comply with this paragraph (b) subsection shall be treated for purposes of this Agreement as a sale by such Lender Bank of a participation in such rights and obligations in accordance with paragraph (d) §21.4. In the case of any assignments by and between any Bank and any affiliate of such Bank, such Persons shall use their reasonable best efforts to coordinate the administration of this Section 10.4. If the consent Agreement and approvals of the Borrowers any amendment, modification or waiver of any provision of this Agreement so as to an assignment is required hereunder minimize (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the extent reasonably possible) the administrative burden on the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cSection 13.12(b) of this Section 10.4hereof, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 13.6 and 10.3 13.15 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 paragraph (b) Section 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) Section 13.11 hereof. The address for notices to such assignee Lender shall be as specified in the Assignment and Acceptance executed by it. Promptly upon the effectiveness of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above)any such Assignment and Acceptance, the Borrowers Borrower shall be deemed execute and deliver replacement Notes to have given their consent five Business Days after the date notice thereof has actually been delivered by assignee Lender and the assigning Lender in the respective amounts of their Commitments (through the Administrative Agentor assigned principal amounts, as applicable) after giving effect to the Borrowersreduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), unless such consent is expressly refused by and the Borrowers on assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prior prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to such fifth Business Dayit or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary.

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.414.9, from and after the effective date specified in each Assignment and AcceptanceAssumption Agreement, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.187.1, 2.197.2, 2.20 and 10.3 14.5 with respect to facts and circumstances occurring prior to the effective date of such assignmentassignment 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 such Lender having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at 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 paragraph (b) Section 14.8 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 Section 14.10. (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified aboveb), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made 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 a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3 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 such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers Borrower Agent to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower Agent shall be deemed to have given their its consent five unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after the date notice thereof has actually been delivered received by the Borrower Agent from the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day).

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18Section 2.16, 2.19Section 2.17, 2.20 Section 2.18 and Section 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Each assignee who executes an Assignment and Acceptance shall, upon the execution and delivery of such Assignment and Acceptance to the Administration Agent, be deemed to be a party to the Intercreditor Agreement and to have the rights and obligations of a “Creditor” under and as defined in the Intercreditor Agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 paragraph (d) of this Section 10.4Section. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) Section 10.06(c), and receipt by Administrative Agent of this Section 10.4all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act for the assignee, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a the assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning LenderLending Party’s rights and obligations under this Agreement, such Lender Lending Party shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18Section 2.07, 2.19, 2.20 Section 2.08 and 10.3 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrowers (at their expense) shall execute and deliver Notes to the assignee Lending Party. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph Section 10.06(d). Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents: (dA) no Lender shall be required to comply with this Section 10.06(b) in connection with any assignment of all or any portion of its rights and other obligations under or relating to the Loans, this Agreement and the other Loan Documents to any Affiliate of such Lender (other than any Loan Party, any Affiliate thereof or a natural person) or any Approved Fund related to such Lender, and such Lender shall have no obligation to disclose any such assignment to any such Person; provided that such Lender shall continue to be liable as a “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.4. If 10.06(b) in order for such other Person to become a “Lender” hereunder; (B) a Lender may pledge, or xxxxx x Xxxx in, all or any portion of its rights and other obligations under or relating to the consent Loans, this Agreement and the other Loan Documents to a financial institution or other funding source (other than any Loan Party, any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such Lender to such Person(s); and (C) any Lender which is a fund may pledge, or xxxxx x Xxxx in, all or any portion of its rights and other obligations under or relating to the Loans, this Agreement and the other Loan Documents to its trustee (except if such trustee is any Loan Party, any Affiliate thereof or a natural person) in support of its obligation to its trustee; and (D) no pledge or grant of a Lien pursuant to the immediately preceding clauses (B) or (C) shall release the transferor Lender from any of its obligations hereunder or under any of the Borrowers other Loan Documents and such Lender such Lender shall continue to an assignment is required hereunder (including be liable as a consent “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Daybecome a “Lender” hereunder.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.410.4(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.16, 2.192.17, 2.20 2.18 and 10.3 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 such 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 paragraph (bSection 10.4(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 paragraph (d) of this Section 10.410.4(d). If the consent of the Borrowers Borrower Agent to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower Agent shall be deemed to have given their its consent unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower Agent.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 and 10.3 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 such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made 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 a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (cd) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.13, 2.192.14, 2.20 2.17 and 10.3 9.3 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 paragraph (b) 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 paragraph subsection (de) of this Section 10.49.14. If the consent of the Borrowers Borrower to an assignment is required hereunder under this Section 9.04(c) (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after the date notice thereof has actually been delivered received by the Borrower from the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day).

No Assignment to Natural Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural personPerson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph the immediately following subsection (c) of this Section 10.4), from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.184.4, 2.19, 2.20 12.2 and 10.3 12.9 and the other provisions of this Agreement and the other Loan Documents as provided in Section 12.10 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 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 paragraph the immediately following subsection (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.44.2(b), from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and each Facility Loan Document as a Lender and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this AgreementAgreement and each Facility Loan Document, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement Agreement, the Facility Loan Documents and Collateral Documents as a Lender thereunder (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this AgreementAgreement and all Facility Loans, such Lender shall cease to be a partyparty hereto and to the Facility Loan Documents) but shall continue to be entitled to the benefits of indemnification provisions of each Facility Loan Document (which indemnification provisions are comparable to Sections 2.18, 2.19, 2.20 8.13 and 10.3 8.28 of the Facility Loan Agreement form attached hereto as Exhibit B) 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 paragraph (b) Section 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 Section 4.1. Notwithstanding anything to the contrary contained herein, Borrower’s obligations under this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above)Agreement, the Borrowers Facility Loan Documents and the other Collateral Documents shall not be deemed to have given their increased and its rights hereunder shall not be impaired without Borrower’s written consent five Business Days after the date notice thereof has actually been delivered in connection with any assignment by the assigning Lender (through the Administrative Agent) a Lender. Notwithstanding anything to the Borrowerscontrary contained herein, unless such consent so long as no Program Event of Default or Facility Loan Event of Default has occurred and is expressly refused continuing, in connection with any assignment by a Lender, Administrative Agent shall (i) continue to act as exclusive agent for all Lenders in any dealings with Borrower with regard to this Agreement and the Borrowers on or prior Facility Loans and (ii) Administrative Agent shall continue to such fifth Business Daycontrol decision-making with respect to the Facility Loans (except to the extent provided otherwise in the Facility Loan Documents) and determining whether the Eligibility Requirements have been satisfied.

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.410.4(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 2.20, 2.21 and 10.3 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 such Xxxxxx’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not fully comply with this paragraph (bSection 10.4(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 paragraph (d) of this Section 10.410.4(d). If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five ten Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth tenth Business Day. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In establishing and maintaining the Register, Administrative Agent shall serve as Xxxxxxxx’s agent solely for tax purposes and solely with respect to the actions described in this Section 10.4(c), and the Borrower hereby agrees that, to the extent Truist Bank serves in such capacity, Truist Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”. Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Banks sell participations to any Person (other than a natural person, Holdings or any of Holdings’ Affiliates or Subsidiaries or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing Banks and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.22(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 10.4 or the definitions of “Required Lenders” or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release any Guarantor or limit the liability of any such Guarantor under the Guarantee Agreement or the Borrower Guarantee Agreement without the written consent of each Lender except to the extent such release is expressly provided under the terms of such agreement; or (vii) release all or substantially all collateral (if any) securing any of the Obligations. Subject to this Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20, and 2.21 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.4(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided such Participant agrees to be subject to Section 2.22 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. A Participant shall not be entitled to receive any greater payment under Section 2.19 and Section 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.21 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.21(e) as though it were a Lender. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

No Assignment to Natural Persons. No such assignment of Commitments or Loans shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (cSection 13.12(a)(iv) of this Section 10.4hereof, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 13.6 and 10.3 13.15 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by Each assignee shall be entitled to the benefits of Section 13.1 hereof, but, with respect to Section 13.1(a), only to the extent such assignee delivers the tax forms as is required pursuant to Section 13.1(b) and (f) (as the case may be); provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that is imposed on amounts payable to such assignee at the time it becomes a Lender of rights or obligations under party to this Agreement or designates a new lending office, except to the extent that does not comply with this paragraph (b) shall be treated for purposes such assignee was entitled, at the time of this Agreement as a sale by such Lender designation of a participation in such rights and obligations in accordance new lending office, to receive additional amounts from the Borrower with paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior respect to such fifth Business Daywithholding tax pursuant to Section 13.1(a) or is the assignee of a Person who was entitled to receive such additional amounts from the Borrower.

No Assignment to Natural Persons. No such assignment shall be made 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). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.04, 2.19, 2.20 3.05 and 10.3 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SEVERAL LETTER OF CREDIT UNLESS SUCH SEVERAL LETTER OF CREDIT IS EITHER AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE. Upon request, the Borrower (at its expense) shall execute and deliver a Note in the applicable form to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business Day.107 13227198v7 27112.00011

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or any holding company, investment vehicle or trust for, or owned and operated solely for the benefit of, a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.14, 2.192.15, 2.20 2.16 and 10.3 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 such 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4Section. If the consent of the Borrowers Borrower to an assignment is required 105 hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DayBorrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4below, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.182.12, 2.192.13, 2.20 2.14 and 10.3 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 such 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 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 paragraph subsection (d) of this Section 10.4below. If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party) party hereto but shall continue to be entitled to the benefits of Sections 2.183.01, 2.193.04, 2.20 3.05 and 10.3 11.04 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 Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) 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 paragraph Section 11.06(d). Notwithstanding anything to the contrary herein, each initial Lender that is a signatory to this Agreement on the Closing Date agrees that (dx) after the funding of the Initial Loans on the Closing Date, it shall assign Loans and Commitments held by such Lender (after giving effect to the funding of the Initial Loans), in an amount equal to its Pro Rata Share of an amount to be determined by the Lender Advisors, to one or more Persons in connection with the initial syndication (the “Syndication”) of this Section 10.4. If the consent of the Borrowers Loans and Commitments to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) those parties to the BorrowersRestructuring Support Agreement that are not Initial Lenders and (y) unless and until such Lender shall have complied with foregoing clause (x) and the Syndication shall have been consummated, unless such consent is expressly refused it shall not assign, transfer or sell any participations in any Loans or Commitments held by it to any Person (other than in connection with the Borrowers on or prior to such fifth Business DaySyndication).

No Assignment to Natural Persons. No such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section 10.4Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.183.04, 2.19, 2.20 3.05 and 10.3 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SEVERAL LETTER OF CREDIT UNLESS SUCH SEVERAL LETTER OF CREDIT IS EITHER AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE. Upon request, the Borrower (at 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 paragraph (b) 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 paragraph subsection (d) of this Section 10.4. If the consent of the Borrowers to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrowers, unless such consent is expressly refused by the Borrowers on or prior to such fifth Business DaySection.

No Assignment to Natural Persons. No such assignment shall be made to a natural personperson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural persons). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.410.4(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance and provided that such Lender is not a Defaulting LenderAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyparty hereto) but shall continue to be entitled to the benefits of Sections 2.18, 2.19, 2.20 2.20, 2.21 and 10.3 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 such Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not fully comply with this paragraph (bSection 10.4(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 paragraph (d) of this Section 10.410.4(d). If the consent of the Borrowers Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrowers Borrower shall be deemed to have given their its consent five ten Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the BorrowersBorrower, unless such consent is expressly refused by the Borrowers on or Borrower prior to such fifth tenth Business Day.