Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations; provided, however, that (x) pro rata assignments shall not be required and its (y) each assignment, other than pursuant to Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), (iii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) Administrative Agent and with the prior written consent (which such consent not to be unreasonably withheld or delayed) of Issuing Bank at the time of such assignment in the case of assignments of Revolving Loans or Revolving Commitments; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and, (x) in the case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to Barclays or any of its affiliates), consented to by each of Borrower and Administrative Agent and (y) in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by Issuing Bank; provided that any such consent (x) shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutiondelayed or (y) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of Borrower shall not be required at any Sale time an Event of a Default shall have occurred and then be continuing; provided, further that (A) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Tranche B Term Loans, Revolving Commitments and Revolving Loans, and $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate of the Tranche A Term Loan, Letter ) with respect to the assignment of Credit or Revolving Loan Commitment, the Revolver Agent Tranche A Term Loans and each L/C Issuer that is a Lender (which such B) any required Borrower consent of L/C Issuer and the Borrower shall be deemed to have been given to any assignment of Loans or Commitments unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations; provided, however, that (x) pro rata assignments shall not be required and its (y) each assignment, other than pursuant to Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), (iii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) Administrative Agent and with the prior written consent (which such consent not to be unreasonably withheld or delayed) of Issuing Bank at the time of such assignment in the case of assignments of Revolving Loans or Revolving Commitments; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and, (x) in the case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSLP or any of its affiliates), consented to by each of Borrower and Administrative Agent and (y) in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by Issuing Bank; provided that any such consent (x) shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutiondelayed or (y) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of Borrower shall not be required at any Sale time an Event of a Default shall have occurred and then be continuing; provided, further that (A) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Tranche B Term Loans, Revolving Commitments and Revolving Loans, and $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate of the Tranche A Term Loan, Letter ) with respect to the assignment of Credit or Revolving Loan Commitment, the Revolver Agent Tranche A Term Loans and each L/C Issuer that is a Lender (which such B) any required Borrower consent of L/C Issuer and the Borrower shall be deemed to have been given to any assignment of Loans or Commitments unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), i) of the definition of the term of “Eligible Assignee”; and (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, term of “Eligible Assignee” upon such Person (except in the case of assignments made by or to any Sale Joint Lead Arranger or any of a Revolving Loan, Letter of Credit its Affiliates in connection with the primary syndication or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iiiotherwise) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have consented to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan CommitmentCommitments, the Revolver Agent, Issuing Bank and the Swing Line Lender and the Borrower (such consents not to be (x) unreasonably withheld or delayed or (y) interest accrued, prior to and through in the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) case of the definition Borrower, required at any time an Event of Non-Funding Lender Default has occurred and is continuing and the consent of the Borrower shall be subject deemed to have been provided unless it shall object thereto by written notice to the Administrative Agent’s prior written consent Agent within 5 Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c)(ii) shall be in all instancesan aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, unless in connection that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidminimum assignment amounts.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under, and in respect of, any applicable Loan and any related Commitments), to Loans and Letters of Credit) to any Eligible Assignee; provided that (i) any existing Lender unless the assignee is a Lender, the consent of the Administrative Agent and the L/C Issuer shall be required (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written each such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with ) and (ii) unless either (x) the assignee is a proposed assignment to any Disqualified InstitutionLender or an Affiliate of a Lender or a Related Fund or (y) of the Administrative Agent, and, as long as no an Event of Default is continuingexists, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and Borrower shall be required (each L/C Issuer that is a Lender (which such consent of L/C Issuer and the not to be unreasonably withheld, conditioned or delayed; it being understood that Borrower shall will be deemed to have been given unless provided such consent in the event that it shall have failed to respond to a consent request made in writing and delivered in accordance with Section 10.1 within 10 Business Days of such delivery); provided that each such assignment of Loans or Commitments pursuant to this Section 10.6(c) shall be in an objection is delivered aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by Borrower and the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to or as shall constitute the Borrower) (each aggregate amount of the Persons described in clauses (i)Loans or the total Commitment, (ii) and (iii) being called herein an “Eligible Assignee”respectively, of the assigning Lender); provided, however, that (w) the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect minimum assignment amounts. Notwithstanding anything to the Revolving Loans or the Term Loancontrary contained herein, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or enforcing the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person requirement that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale only Eligible Assignees shall be null and voidLenders.

Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person reasonably acceptable (other than which acceptance shall not be unreasonably withheld or delayed) to the Borrower and its SubsidiariesAdministrative Agent and, a natural Person or, so as long as no Event of Default under Section 9.1(a) or (e) is then continuing, a Disqualified Institutionthe Borrower; provided, that (v) with no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the prior written Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clauses (ii) and (iii) below, (w) any Assignment of Revolving Credit Commitments shall require the consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each the L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Issuer, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent (which consent shall not be unreasonably withheld or delayed) of the Borrower (to the extent Borrower’s consent as long as no Event of Default is otherwise requiredcontinuing) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may which consent shall not be assigned, unreasonably withheld or delayed) and (z) the Borrower shall exercise commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances; (ii) Notwithstanding the foregoing, unless (a) Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any Permitted Investor, Parent or the Borrower (in such capacity, the “Offeror”) may make one or more offers to repurchase all or any portion of the Term Loans of Lenders, in each case, subject to, and solely to the extent permitted in accordance with, the terms, conditions, limitations and procedures set forth in Exhibit 11.2 hereto (and any such repurchase shall occur pursuant to the form of Purchaser Assignment and Acceptance attached as Annex C to Exhibit 11.2) and (b) Assignments to any Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any Permitted Investor, Parent or the Borrower shall be permitted only so long as the acquired Loans and Commitments shall be immediately cancelled upon the effectiveness of the Assignment thereof; (iii) Following repurchase by Offeror pursuant to this Section 11.2(b), the Term Loans so repurchased shall be deemed cancelled for all purposes and no longer outstanding (and may not be resold by such Offeror), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. Any payment made by the Offeror in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on votingrepurchase permitted by this Section 11.2(b) upon Sales to such Persons, shall not be deemed subject to be unreasonablethe provisions of either Section 2.13 or Section 11.9. In no event Failure by Borrower to make any payment to a Lender required by an agreement permitted by this Section 11.2(b) shall not constitute an Event of Default under Section 9.1(a). Notwithstanding any Lender Sell any Loan or Commitment of the provisions set forth in this Agreement to Borrower or any Subsidiary thereof the contrary, Borrower, Parent, the Lenders and any such purported Sale Agents hereby agree that nothing in this Agreement shall be null and voidunderstood to mean or suggest that the Term Loans constitute “securities” for purposes of either the Securities Act or the Exchange Act.

Right to Assign. Each Lender may sellCommitment, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitmentparticipation therein, other Obligation or rights under this Agreement may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder) or (ii) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (B) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in each case, with the giving of notice to the Borrower and the Administrative Agent; provided that (x) the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent (not to be unreasonably withheld or delayed), and, at any time other than when a Specified Event of Default has occurred and is continuing, such assignee shall be acceptable to the Borrower, such consent not to be unreasonably withheld or delayed. To the extent of any such assignment in accordance with clause (i) or (ii) above, the Revolver Agent assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, other Obligations or rights under this Agreement, or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and each L/C Issuer that is deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $2,000 in respect of assignments other than assignments to or from any Arranger (it being understood only one such fee shall be payable in the case of concurrent assignments by a Lender (which to one or more Affiliates), and in each case such consent of L/C Issuer and forms, certificates or other evidence, if any, with respect to tax withholding matters as the Borrower shall assignee under such Assignment Agreement may be deemed required to have been given unless an objection is delivered deliver to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered pursuant to the Borrower) (each of the Persons described in clauses (iSection 2.16(f), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (i) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, term of “Eligible Assignee” upon the giving of notice to the Administrative Agent and, in the case of any Sale assignments of Revolving Loans or Revolving Commitments, notice to the Revolving Administrative Agent and, if such Eligible Assignee is not, or is not an Affiliate of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentLender, the Revolver Agent applicable Issuing Bank and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), Swing Line Lender; (ii) and to any Person meeting the criteria of clause (ii) or (iii) being called herein an of the definition of the term of “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect ” upon giving of notice to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Representative and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan CommitmentCommitments to any such Person (except in the case of assignments made by or to Barclays Bank), consented to by each of the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), the Revolver AgentRevolving Administrative Agent with respect to assignments of Revolving Loans and Revolving Commitments, the applicable Issuing Banks and the Swing Line Lender (such consents not to be (x) unreasonably withheld or delayed or (y) interest accruedin the case of the Borrower Representative, prior required at any time an Event of Default has occurred and is continuing); provided, that further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by the Borrower Representative, the Administrative Agent and through the date Revolving Administrative Agent) or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche B-1 Term Loans, Tranche B-2 Term Loans or with respect to Incremental Term Loans constituting a separate Series, such Incremental Term Loans of such Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such Sale minimum assignment amounts; and (iii) if the Eligible Assignee is a Sponsor Affiliated Lender, such assignment may be of Term Loans only and (1) after giving effect to such assignment, to all other assignments and participations with all Sponsor Affiliated Lenders and to all Offer Loans purchased and cancelled pursuant to Section 2.13(c), the aggregate principal amount of all Loans and Commitments then held by all Sponsor Affiliated Lenders (whether by assignment, participation, or other derivative transaction) shall not be assignedexceed 20% of the sum of (x) the aggregate unpaid principal amount of the Term Loans then outstanding and (y) the aggregate Revolving Exposure of all Lenders then outstanding, and (z2) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Sponsor Affiliated Lender shall be subject execute a waiver in form and substance satisfactory to the Administrative Agent’s prior written Agent that it shall have no right whatsoever, so long as such Person is a Sponsor Affiliate Lender (A) to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or any other Loan Document except to the extent set forth in all instancesSection 10.05(f), unless (B) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document, (C) to attend (or receive any notice of) any meeting, conference call or correspondence with any Agent or Lender or receive any information from any Agent or Lender, (D) to have access to the Platform (including, without limitation, that portion of the Platform that has been designated for “private-side” Lenders) or (E) to make or bring any claim, in connection its capacity as Lender, against the Agent or any Lender with such sale, such Non-Funding Lender cures, or causes respect to the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate duties and obligations of such Persons under the Loan Documents, but no amendment, modification or waiver shall deprive any Sponsor Affiliated Lender of its share of any payments which the Lenders are entitled to share on a holderpro rata basis hereunder. By purchasing or being assigned the Loans and by its acceptance of the benefits of this Agreement, each Sponsor Affiliated Lender acknowledges and agrees that the Loans owned by it shall be non-voting under sections 1126 and 1129 of the Bankruptcy Code in the event that any proceeding thereunder shall be instituted by or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall against any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidother Loan Party.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or a Defaulting Lender) or ); (iii) any other Person (other than a natural Person, a Defaulting Lender or the Borrower and its or any of the Borrower’s Affiliates or Subsidiaries, a natural Person or, so long ) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the L/C Issuer and the Borrower) , as applicable). Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal ; and (E) assignments and participations to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Disqualified Institutions shall be null subject to the terms and voidconditions in Section 10.9(g).

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event Credit Party or an Affiliate of Default is then continuing, a Disqualified InstitutionCredit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with ) to Administrative Agent and each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale sale is delivered to the BorrowerBorrower Representative) (each it being understood that GE Capital may sell a portion of its Commitments to other entities for which GE Capital and its affiliates have agreed to service and manage those Commitments without any such acceptance from Administrative Agent, L/C Issuer or the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Administrative Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s and the Borrower Representative’s prior written consent in all instances, unless in connection with instances (such sale, such Non-Funding Lender cures, consent by the Borrower Representative not to be unreasonably withheld or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vdelayed). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (a) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, holder or to a (b) any Person that would be a Non-Funding cannot (either directly or Impacted Lenderthrough an Applicable Designee) lend to the Canadian Borrower, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, in each case, shall not be deemed to be unreasonable. In no event shall any Lender Sell Sale of all or a portion of any Loan Lender’s rights and obligations hereunder (including all or Commitment a portion of its Commitments and its rights and obligations with respect to Borrower Loans and Letters of Credit) to a Credit Party or any Subsidiary thereof and any such purported Sale shall an Affiliate of a Credit Party be null and voidpermitted.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Agents and each L/C Issuer that is a Lender and, as long as no Specified Event of Default is continuing, the Borrowers (which such consent acceptances of L/C Issuer and the Borrower Borrowers shall be deemed to have been given unless an objection is delivered to the Administrative US Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrowers); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender (and its Affiliates and Approved Funds) with respect to the US Revolving Loans or and Canadian Revolving Loans (and the Term LoanCommitments with respect thereto), (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 with respect to each of the US Revolving Loan Commitment and the Canadian Revolving Loan Commitment, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s Borrowers’ consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver AgentAgents, (yx) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s Agents’ prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v) and (z) the Borrowers’ consent shall be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to an assignment to (I) any Person identified on the List of Identified Financial Institutions prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list is in effect on the Closing Date without any revision or update thereto not consented to in writing by US Agent in its sole discretion), which List of Identified Financial Institutions shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request and (II) a Person (A) who is set forth on the List of Competitors (which List of Competitors shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request) prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list may be updated not more than two (2) times during any twelve (12) consecutive month period; provided any new Person added to such list shall be reasonably determined by US Agent and Borrowers to be in direct competition with the business of the Borrowers as conducted on the date hereof) (each Person included on such List of Competitors, a “Competitor”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of a Competitor (such Person, a “Competitor Owner”), (C) a Person who is controlled by a Competitor Owner (for the purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (D) a direct or indirect Subsidiary of a Competitor; provided, further, that the List of Identified Financial Institutions shall not be permitted to be updated more than one (1) time during any twelve (12) consecutive month period or, in any event, without the consent of US Agent. The Administrative Neither any Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clauses (I) or (II), nor shall any Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clauses (I) or (II), it being agreed to and understood that the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clauses (I) or (II) and such assignee Lender shall be solely liable for any breach of such representation and warranty. An Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender Eligible Assignee of the type referred to in clause (other than a Non-Funding Lender or Impacted Lender), (iia) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and; provided that, in the case of any Sale assignment of a Revolving LoanCommitment or any Revolving Exposure, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that such Eligible Assignee is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of a Revolving Lender; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” (or, in the case of any existing Lenderassignment of a Revolving Commitment or a Revolving Exposure, is any Eligible Assignee that does not meet the requirements of clause (i) above), upon (A) the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent giving of the Borrower (notice to the extent Borrower’s consent is otherwise required) and , the Administrative Agent and, in the case of assignments of Revolving Commitments or participations in Letters of Credit, each Issuing Bank and (B) except in the case of assignments made by or to any Sale Arranger or any Affiliate thereof during the primary syndication of any credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent and (3) in the case of assignments of Revolving Commitments or a Revolving LoanLender’s obligations in respect of its participation in Letters of Credit, Letter each Issuing Bank; provided that: (A) in the case of Credit any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $5,000,000 in the case of assignments of any Revolving Commitment or Revolving Loan Commitmentor (B) $1,000,000 in the case of assignments of any Term Loan Commitment or Term Loan of any Class (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be consented to by the Revolver AgentBorrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; provided, that such consent of the Borrower (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) interest accruedshall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) each partial assignment or transfer shall be of a uniform, prior and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to and through the date it of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Class without assigning or transferring any portion of its Commitment or of the definition Loans owing to it, as the case may be, of Non-Funding any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be subject 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, such Defaulting Lender’s applicable Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank and each Revolving Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its applicable Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit; provided that, unless notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (including under this Agreement, including, without limitation, all or a portion of its Commitments Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender (other than a Non-Funding Lender or Impacted Lender), (iiAssignment”) any Affiliate or Approved Fund upon the giving of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the notice to Borrower and its SubsidiariesAdministrative Agent and, for any assignment of a natural Person orTerm Loan Commitment, so long as no Event the consent of Default is then continuing, a Disqualified Institution) with the prior written Administrative Agent (such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment ); (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, term of “Eligible Assignee” (other than a Person described in the foregoing subclause (i)) and (except in the case of any Sale of a Revolving Loan, Letter of assignments made by or to Credit or Revolving Loan Commitment, the Revolver Suisse) consented to by Borrower and Administrative Agent and each L/C Issuer that is a Lender (which such consent (x) not to be unreasonably withheld or delayed or, (y) in the case of L/C Issuer and the Borrower Borrower, shall be deemed to have been given provided to any such assignment unless an objection is delivered the Borrower shall have objected thereto by written notice to the Administrative Agent within ten fifteen (1015) Business Days days after having received notice of a proposed Sale is delivered such assignment, or (z) in the case of Borrower, not to be required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower) (each Borrower on or prior to the Closing Date or at any time an Event of the Persons described in clauses (iDefault under Sections 8.1(a), (ii8.1(f) or 8.1(g) shall have occurred and (iii) being called herein an “Eligible Assignee”)then be continuing; provided, however, that further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (w) or such Sales do not have lesser amount as may be agreed to be ratable between by Borrower and Administrative Agent or as shall constitute the Revolving Loan and aggregate amount of the Term Loan but must be ratable among Commitments and Term Loans of the obligations owing to and owed by such Lender assigning Lender) with respect to the Revolving Loans or assignment of the Term LoanLoan Commitments and Term Loans; and (iii) to the Borrower pursuant to a Permitted Loan Purchase upon the giving of notice to Administrative Agent. Any Loans acquired by Borrower shall be deemed cancelled and retired immediately upon closing of such Permitted Loan Purchase. It is confirmed and acknowledged that, (x) for each Loanupon such cancellation or retirement of Loans pursuant to a Permitted Loan Purchase, the aggregate Loans so cancelled or retired shall be deemed not to be outstanding and to have no principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to for any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidpurposes under this Agreement.

Right to Assign. Each Lender 12.1.1 Subject to clause 12.9, each of the Lenders may sell, transfer, negotiate (a) assign or assign (a “Sale”) transfer all or a portion any of its rights and and/or obligations hereunder under or pursuant to the Security Documents or (including b) assign or transfer all or a portion any part of its Commitments Commitment any such part being at least US $5,000,000 and its rights and obligations with respect to Loans and Letters an integral multiple of Credit) to US $1,000,000, (i) to any existing other branch or Affiliate of that Lender (other provided that such Affiliate shall have the same or a better credit rating than a Non-Funding the Lender making the assignment or transfer) to another Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) above with the prior written consent of the Agent (which consent shall not be unreasonably withheld or delayed) and the Borrower (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing unremedied or unwaived) to any other bank or financial institution provided that in relation to any transfer or any assignment under this clause 12.1: (i) any transferee under this clause 12.1(a) shall assume all of the relevant Lender’s obligations; (ii) the Borrower shall not be liable to pay any costs, except charges or expenses of or in connection with a proposed assignment to any Disqualified Institution) the implementation of completion of the Administrative Agent, andassignment or transfer; (iii) the Borrower shall not, as long as no at the time of any such assignment or transfer, be liable to pay any additional or increased amounts or taxes or suffer a reduction in any amounts receivable by it under this Agreement for which it would not have been liable or would not have suffered but for such assignment or transfer having then taken place; and (iv) the relevant Lender shall give the Borrower five (5) Business Days prior written notice of any intended transfer of obligations. 12.1.2 Each of the Lenders may, without being restricted or otherwise being bound by clause 12.1.1, assign or transfer all or any part of its rights under or pursuant to this Agreement and/or any of the other Security Documents to KEIC following the occurrence of an Event of Default which is continuing, continuing unremedied or unwaived or otherwise if required to do so by KEIC pursuant to the prior written consent terms of the Borrower, and, KEIC Buyer Credit Policy provided that KEIC pays first the insurance proceeds in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made accordance with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of KEIC Buyer Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidPolicy.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and Term Loan or between the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party subordinated indebtedness or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (including under this Agreement, including, without limitation, all or a portion of its Commitments Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender Assignment”) upon the giving of notice to Borrower Representative and Administrative Agent and, for any assignment of a Revolving Loan Commitment, the consent of Administrative Agent and Issuing Bank (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment ); and (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, term of “Eligible Assignee” (other than a Person described in the foregoing subclause (i)) and (except in the case of assignments made by or to JPMorgan Chase or Credit Suisse) consented to by each of Borrower Representative and Administrative Agent and, for any Sale assignment of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, Issuing Bank (each such (x) consent not to be unreasonably withheld or delayed or, (y) in the Revolver Agent and each L/C Issuer that is a Lender (which such consent case of L/C Issuer and the Borrower Representative, shall be deemed to have been given provided to any such assignment unless an objection is delivered the Borrower Representative shall have objected thereto by written notice to the Administrative Agent within ten fifteen (1015) Business Days days after having received notice of a proposed Sale is delivered such assignment, or (z) in the case of Borrower Representative, not to be required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower) (each Borrower Representative on or prior to the Closing Date or at any time an Event of the Persons described in clauses (iDefault under Sections 8.1(a), (ii8.1(f) or 8.1(g) shall have occurred and (iii) being called herein an “Eligible Assignee”)then be continuing; provided, however, that further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (w) or such Sales do not have lesser amount as may be agreed to be ratable between by Borrower Representative and Administrative Agent or as shall constitute the aggregate amount of the Revolving Loan Commitments and Revolving Loans of the Term Loan but must be ratable among the obligations owing to and owed by such Lender assigning Lender) with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as assignment of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidLoans.

Right to Assign. Each Lender may shall have the right, subject to Section 10.07(9), at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do pro rata assignments shall not have to be ratable between the Revolving required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, any related Commitments): (xi) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount Person meeting the criteria of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent’s ; and (ii) to any Person meeting the criteria of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and the prior written consent in all instancesof Issuing Bank, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Swing Line Lender, Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the imposition case of conditions Borrower, required at any time an Event of Default under Section 8.01(1), (6) or limitations (including limitations on voting7) upon Sales to such Persons, shall not have occurred and then be continuing); provided further that (A) Borrower shall be deemed to be unreasonable. In no event have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall any Lender Sell any Loan or Commitment object thereto by written notice to Borrower or any Subsidiary Administrative Agent within 10 Business Days after having received notice thereof and any (B) each such purported Sale assignment pursuant to this Section 10.07(3) shall be null in an aggregate amount of not less than (w) $5,000,000 with respect to the assignment of the Revolving Commitments and voidthe Revolving Loans, (x) such lesser amount as agreed to by Borrower and Administrative Agent, (y) the aggregate amount of the Loans of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Approved Fund of such Lender.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutionwithheld) of Agent and, with respect to Sales regarding the Administrative AgentRevolving Facility, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) five Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender . No Sale shall be subject made to the Administrative Agent’s prior written consent in all instancesa Credit Party, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, assigned and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. Notwithstanding the foregoing, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a no Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale holder shall be null and voidpermitted hereunder.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender), (iii) any Permitted Transferee or (iiiiv) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower shall be deemed to have been given granted unless an objection is delivered the Borrower Representative shall have objected thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”thereof); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or ); or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment acceptable to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) is continuing, the prior written consent Borrower (the acceptance of the Administrative Agent and the Borrower shall not be unreasonably withheld or delayed; provided, the Borrower’s refusal to consent to an assignment to any Disqualified Institution shall not be deemed to be unreasonable), and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of Revolver Agent, L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after written notice of a proposed Sale is delivered to the Revolver Agent, L/C Issuer and Borrower, as applicable) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and , (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The ; (E) notwithstanding anything herein to the contrary, in no event shall a supplement to the Excluded Persons List apply retroactively to disqualify any Person that has previously acquired or agreed to acquire pursuant to a binding agreement an assignment or participation interest in the Loans or Commitments that was otherwise permitted prior to such permitted supplementation; (F) neither the Administrative Agent nor any assignor shall have any obligation to inquire as to whether any potential assignee is a Person that is (x) a fund managed or administered by a Person on the Excluded Persons List or any Affiliate of any such Person (but not a Person specifically named on the Excluded Persons List) or (y) a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller, and the Administrative Agent and any assignor may conclusively rely on a representation by the potential assignee that it is not a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller in the applicable assignment agreement; provided, however, that at any Lender’s option (but with no obligation to do so), the Borrower shall confirm, within five (5) Business Days after such Lender’s request therefor, whether a potential assignee or participant is a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller; (G) the Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate or a holder of other Indebtedness Subsidiary of a Credit Party (including Sponsor and its Controlled Investment Affiliates) or an Affiliate a Second Lien Lender or any of such a holderits Affiliates, or to a Person that would be a Non-Funding or Impacted Lenderincluding but not limited to, Sponsor and its Controlled Investment Affiliates, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event ; and (H) with respect to assignments of Last Out Incremental Term Loans, the limits set forth in Section 1.1(e)(i)(E) shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall not be null and voidexceeded.

Right to Assign. Each The Lender may shall have the unrestricted right at any time or from time to time, and without any Borrower's consent, to sell, transferassign, negotiate endorse, or assign (a “Sale”) transfer all or a any portion of its rights and obligations hereunder to one or more lenders or other entities (each an “Assignee”), and each Borrower agrees that it shall execute, or cause to be executed such documents including all without limitation, amendments to this Note and to any other Loan Documents as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender or a portion any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Lender has retained any of its Commitments and its rights and obligations with respect hereunder following such assignment, to Loans the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by this Note prior to such assignment and Letters shall reflect the amount of Credit) the respective commitments and loans held by such Assignee and the Lender after giving effect to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)such assignment. Upon the execution and delivery of appropriate assignment documentation, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) amendments, and any other Person (other than documentation required by the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleassignment, and the payment by such Assignee of the purchase price agreed to by the Lender and such Assignee, such Non-Funding Assignee shall be a party to this Note and shall have all of the rights and obligations of the Lender cureshereunder (and under any and all other guaranties, or causes documents, instruments, and agreements executed in connection herewith) to the cure ofextent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Assignee, and the Lender shall be released from its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale obligation hereunder and thereunder to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidcorresponding extent.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank, and (B) receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) the Swing Line Lender and (4) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) 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, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit, unless Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent, except in connection and with a proposed assignment respect to any Disqualified Institution) assignment of the Administrative AgentRevolving Loan or Revolving Loan Commitment, each L/C Issuer, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Borrowers; provided, however, that (wx) such Sales sales do not have to be ratable between the Revolving Loan, the Existing Term Loan and the Extending Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to either the Revolving Loans Loan, the Existing Term Loan or the Extending Term Loan and (y) for both the Revolving Loan, (x) for each the Existing Term Loan and the Extending Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment Agreement) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale sale shall be in a minimum amount of $1,000,000, unless such Sale sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such the Revolving Loan facility or the Term Loan B facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent andAgent; provided, in the case of any Sale of a Revolving Loanfurther, Letter of Credit that such sales or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales assignments by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidconsent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and a Dealer, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer delivered to Agent. In addition, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.

Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Borrower Representative (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Administrative Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date Closing Date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances(i) a Borrower or an Affiliate of a Borrower, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holderholder or (iii) a Disqualified Xxxxxx. Notwithstanding anything in this Section 8.9 to the contrary, any assignment or to a Person participation that would be a Non-Funding prohibited by or Impacted Lender, or violate the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale FCC’s Equity/Debt Plus Attribution Standard shall be null and voidprohibited.

Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.

Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by each Issuing Bank and Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) from Borrower at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect of any Loan or Commitment of any Class (it being understood that assignments shall not be required to Loans be pro rata among Classes of Commitments and Letters of CreditLoans) to any Person meeting the criteria of clause (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event definition of Default is then continuing, a Disqualified Institution) the term of “Eligible Assignee” with the prior written consent of (which x) Administrative Agent (such consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no or (y) unless an Event of Default is under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and not to be unreasonably withheld or delayed) provided that, (x) the Borrower shall be deemed to have been given consented to an assignment of all or a portion of the Term Loans unless an objection is delivered it shall have objected thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof and (y) the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving Loans and Revolving Commitments (or Extended Revolving Commitments, as applicable) unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, except that in the case of an assignment by a Lender to any Lender or an Affiliate or Related Fund of any Lender (limited, in the case of each Class of Revolving Loans and the related commitments, to a Lender, Affiliate or Related Fund of any Lender under any such Class of Revolving Loans), only notice to the Borrower and Administrative Agent will be required; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than (i) in the case of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Revolving Commitment, $5,000,000 and (ii) in the case of a Term Loan, $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrower and Administrative Agent, (iiiy) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between shall constitute the Revolving aggregate amount of the Loan and of the Term Loan but must be ratable among the obligations owing to and owed by such assigning Lender with respect to the Revolving Loans Class being assigned or (z) may be the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of such Lender) with respect to the assignment of Loans. Notwithstanding the foregoing, unless an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, no assignment by any existing Lender, is Lender of all or any portion of its rights and obligations under this Agreement shall be permitted without the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andif, in the case of after giving effect to any Sale of a Revolving Loanproposed assignment to such Person, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Person would hold more than 25% of the definition aggregate principal amount of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof then outstanding Loans and any such purported Sale shall be null and voidundrawn Commitments.

Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent reasonably acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and the L/C Issuer and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clause (ii) below, (x) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLender, (xy) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, 2,500,000 and (z) the Borrower shall exercise commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. (ii) Notwithstanding the foregoing, unless in connection with such saleAssignments to any Permitted Investor, such Non-Funding Lender curesParent, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Affiliate or Subsidiary thereof and of any such purported Sale Permitted Investor, Parent or the Borrower shall be null permitted only so long as the acquired Loans and voidCommitments shall be immediately cancelled upon the effectiveness of the Assignment thereof.

Right to Assign. Each Lender The Sublessee may sell, transfer, negotiate assign or assign (a “Sale”) all transfer the whole or a portion any part of its rights interest in this Sublease and obligations hereunder the Leased Premises, subject to the following terms and conditions: (including all a) the assignment or transfer of the Sublease must be completed on a portion form acceptable for registration by the Registrar of its Commitments Indian Lands or anyone in any successor office or anyone duly authorized to act as Registrar, and its rights must be submitted in required quantities to the Indian Lands Registry for registration; (b) the assignment or transfer must include covenants and obligations with respect agreements pursuant to Loans which the assignee or transferee covenants and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)agrees in writing, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent Sublessor and the Homeowners Corporation, to be bound by and liable under all terms, conditions, covenants and agreements of the Sublessee under this Sublease; (which consent c) the assignee or transferee shall execute and deliver concurrently with the assignment or transfer any agreements or security as provided for in Section 11.1; (d) the Sublessee shall not be unreasonably withheld or delayedin default of its covenants and agreements set out in this Sublease, except and in connection with a proposed assignment particular shall have paid its Proportionate Share of all Common Costs and shall have paid to any Disqualified Institution) the Homeowners Corporation all Assessments for the period to and including the date of the Administrative Agent, and, as long as no Event of Default is continuing, assignment or transfer; (e) the assignment or transfer shall be subject to the prior written consent of the BorrowerMinister, and, which is a pre-requisite to the registration of any documentation in the case of any Sale of a Revolving LoanIndian Lands Registry, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer provided Subsection 24.1(d) and the Borrower shall be deemed to Subsection 24.1(h) have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender complied with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written no consent of the Borrower Sublessor is required; (f) the share in the capital of the Homeowners Corporation held by the Sublessee must be assigned to the extent Borrower’s consent assignee or transferee at the same time as the Sublease is otherwise required) and the Administrative Agent andassigned, provided that in the case event the Sublessee fails to effect the transfer of any Sale the share in the Homeowners Corporation at the time of a Revolving Loan, Letter the assignment or transfer of Credit or Revolving Loan Commitmentthis Sublease, the Revolver Agent, Homeowners Corporation shall be irrevocably appointed the attorney of the Sublessee with the full power to execute and deliver a transfer of the share in the name of the Sublessee and any transfer documentation executed and delivered by the Sublessor under such power of attorney shall be binding upon the Sublessee without liability to the Sublessor or the party signing on behalf of the Sublessor; (yg) interest accrued, prior to and through any assignment or transfer the date Sublessee shall request a certificate from the Sublessor confirming that to the Sublessor’s knowledge the Sublease is in good standing; and (h) concurrent with completion of any such Sale may not be assignedthe assignment, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) as a condition of the definition assignment, pay the Sublessor an assignment administration fee equal to one (1%) percent of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes greater of the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder selling price for the assignment of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, Sublease or the imposition most recent assessed value of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthe Leased Premises.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments or Loans owing to it or other Obligations subject to the applicable provisions of Section 9.5 and its this Section 10.6 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) (x) prior to the Delayed Draw Term Loan Commitment Termination Date, to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Administrative Agent and with the consent of Tronox US and (y) from and after the Delayed Draw Term Loan Commitment Termination Date, to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent; provided, further that (A) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Loan of the assigning Lender) with respect to the assignment of Loans and Letters of Credit(B) prior to (i) the Delayed Draw Term Loan Commitment Termination Date, Borrower’s consent to any existing Lender (other than a Non-Funding Lender assignment may not be unreasonably withheld, conditioned or Impacted Lender)delayed, (ii) Borrower’s consent to any Affiliate or Approved Fund of assignment shall not be required at any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no time an Event of Default is shall have occurred and then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent continuing and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionperson) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the acceptances Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the BorrowerBorrower Representative) (each of Lender, Approved Fund or other Person in the Persons described in prior clauses (i), (ii) and (iii) being called herein ), an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, each Sale shall require the prior to and through written consent of the date of any such Sale may not be assignedL/C Issuer, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Advances owing to it or other Obligations (provided, however, that, except as expressly provided below, pro rata assignments shall not be required, and its each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under any or all of the Senior Secured Facilities): (i) to any Person meeting the criteria of clause (a) of the definition of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; (ii) to any Person meeting the criteria of clause (b) of the definition of “Eligible Assignee”, with respect to Loans the Term Facilities, upon the written consent of the Administrative Agent and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except and in connection any event shall be deemed given if the Borrower has not responded (A) with respect to funded loans under the Term Facilities, within seven Business Days of a proposed assignment request for such consent and (B) with respect to any Disqualified Institution) Delayed Draw Term Commitments, within ten Business Days of a request for such consent); provided, that no such consent from the Administrative Agent, and, as long as no Borrower shall be required when an Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, howeverfurther, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale assignment shall be in a minimum an aggregate amount of not less than $1,000,000, unless 1,000,000 (or such Sale is made lesser amount as may be agreed to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of by the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in or as shall constitute the case aggregate amount of the Advances and Commitments under the Term Facilities of the assigning Lender); (iii) to any Sale Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (ab) of the definition of Non-Funding Lender shall be subject “Eligible Assignee”, with respect to the Administrative Agent’s prior Working Capital Facility, upon the written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes of the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or Agent and the imposition of conditions or limitations Borrower (including limitations on voting) upon Sales to such Persons, which consent shall not be deemed to be unreasonable. In no unreasonably withheld or delayed, and in any event shall any Lender Sell any Loan or Commitment to be deemed given if the Borrower or any Subsidiary thereof and has not responded within ten Business Days of a request for such consent); provided, that no such consent from the Borrower shall be required when an Event of Default is continuing; provided, further, any such purported Sale assignment shall be null in an aggregate amount of not less than $2,500,000 (or such lesser amount as may be agreed to by the Borrower and voidthe Administrative Agent or as shall constitute the aggregate amount of the Advances and Commitments under the Working Capital Facility of the assigning Lender); and (iv) to any Person meeting the criteria of clause (b) of the definition of “Eligible Assignee”, with respect to the LC Facility, upon the written consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed, and in any event shall be deemed given if the Borrower has not responded within ten Business Days of a request for such consent); provided, that no such consent from the Borrower shall be required when an Event of Default is continuing; provided, further, any such assignment shall (x) be in an aggregate amount of not less than $2,500,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Advances and Commitments under the LC Facility of the assigning Lender) and (y) any assignments of the LC Facility Commitments and LC Facility Issuing Commitments under the LC Facility shall be made on a pro rata basis to such assignee.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations to: (i) any existing Lender Eligible Assignee of the type referred to in clause (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutiona) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and; provided that, in the case of any Sale assignment of a Revolving Commitment or a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that such Eligible Assignee is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of a Revolving Lender; (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” (or, in the case of any existing Lenderassignment of a Revolving Commitment or a Revolving Loan, is any Eligible Assignee that does not meet the requirements of clause (i) above), upon (A) the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent giving of the Borrower (notice to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of assignments of Revolving Commitments or Revolving Loans, each Issuing Bank (with notice by the Administrative Agent to the Company of such assignment to be given promptly after the applicable Assignment Effective Date) and (B) in the case of assignments of Revolving Commitments or Revolving Loans, except in the case of assignments made by or to any Sale Arranger or its Affiliates during the syndication by the Arrangers of a the credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Company, provided that the consent of the Company to any assignment (x) shall not be required if an Event of Default shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Company shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (2) the Administrative Agent and (3) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) US$5,000,000 in the case of assignments of any Revolving Loan, Letter of Credit Commitment or Revolving Loan Commitment, or (B) US$1,000,000 in the Revolver Agent, (y) interest accrued, prior to and through the date case of assignments of any Term Loan Commitment or Term Loan (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such Sale may not lesser amount as shall be assignedagreed to by the Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) not varying, percentage of all rights and obligations of the definition assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of Non-Funding Lender shall be subject its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Administrative Agent’s prior written consent in all instancesLoans owing to it, unless in connection with such saleas the case may be, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of any other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidClass.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) each such Sales do assignment shall be of a uniform, and not have to be ratable between the Revolving varying, percentage of all rights and obligations under and in respect of any Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, any related Commitments): (xi) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount Person meeting the criteria of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-the term of “Eligible Assignee” upon the giving of notice to Administrative Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent; provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Holdings and the Administrative Agent or as shall constitute the aggregate amount of Commitments or Term Loans of the assigning Lender) with respect to the assignment of Loans; provided that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor; or (y) if an Event of Default shall have occurred and is continuing; and provided further that, solely with respect to any assignment effected during the period prior to the Funding Lender Date, (A) if the proposed assignee is a Person constituting an Eligible Assignee under clause (b) or (c) of the definition thereof, such assignment prior to the Funding Date shall be subject to the consent of Administrative Agent’s prior written consent in all instances, unless in connection with such saleBorrower, such Non-consent not to be unreasonably withheld and (B) if the assignee fails to fund any portion of its Pro Rata Share of the Loans on the Funding Date and neither Administrative Borrower nor Administrative Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated elects to cause such assignee’s Commitment in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate respect of such portion to be assigned to an Eligible Assignee as provided in Section 2.2(b), then (x) the assigning Lender shall be required to fund such portion on the Funding Date, (y) such assignee shall be deemed a holder, or to Defaulting Lender for all purposes hereunder and (z) the assigning Lender shall be automatically reinstated as a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales Lender with respect to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidportion of the Loans for all purposes hereunder.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) ), or (iii) subject to compliance in all respects with subsection 9.9(g), an Affiliated Lenders, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of Borrower (provided, that the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to any Disqualified Lender), and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Notwithstanding the foregoing, no Sale may be made to a Credit Party, an Affiliate of a Credit Party other than an Affiliated Lender in accordance with subsection 9.9(g), a holder of Subordinated Indebtedness or an Affiliate of such a holder (other than an Affiliate Lender in accordance with Section 9.9(g)). Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (in each case, other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with person); provided that any such Sale shall require the prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of (x) the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, (y) in the case of any Sale of a Revolving Loan, Letter of Credit Loan Commitments or Revolving Loan CommitmentLoans, the Revolver Agent and each L/C Issuer that and (z) in the case of any Sale pursuant to clause (iii) above, so long as (x) no Event of Default under Section 7.01(a), (f), or (g) is a Lender continuing and (y) no Triggering Financial Covenant Default is continuing, the Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each provided that (1) other than at any time during which (x) an Event of the Persons described in clauses (iDefault under Section 7.01(a), (iif), or (g) is continuing or (y) a Triggering Financial Covenant Default is continuing, the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to a Disqualified Lender and (iii2) being called herein the Borrower’s consent shall not be required for any assignment by the initial Lender of the Term Loans to those institutions identified by the Administrative Agent to the Borrower on or prior to the Closing Date in connection with the primary syndication of the Term Loans) (each an “Eligible Assignee”); provided, however, that (wA) such Sales do shall not have be required to be ratable between the Revolving Loan Loans and the Term Loan Loans or between any outstanding Classes of Term Loans but must shall be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loan Commitments, Revolving Loans or the Term LoanLoans so assigned, (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yC) such Sales shall be effective only upon the acknowledgment in writing of such Sale by the Agent, (D) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zE) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v)) and (F) in no event may Holdings or any of its Subsidiaries or any of their respective Affiliates (including the Sponsor or any Affiliate thereof) be an Eligible Assignee. The Administrative Agent’s refusal to accept a Sale to, or the imposition of additional conditions or limitations (including limitations on voting) upon Sales to a Credit Party, a holder of other Junior Indebtedness of a Credit Party or an Affiliate of such a holderholder (in each case other than a Credit Party in accordance with Section 9.9(g)), or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything to the contrary contained herein, in no event shall any Lender Sell any Loan or Commitment to Borrower may Holdings or any Subsidiary thereof and of its Subsidiaries or any such purported Sale shall of their respective Affiliates (including the Sponsor or any Affiliate thereof) be null and voidan Eligible Assignee.

Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Borrower Representative (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Administrative Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances(i) a Borrower or an Affiliate of a Borrower, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, holder or to (iii) a Person that would be a Non-Funding or Impacted Disqualified Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted Affiliated Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted Affiliated Lender) or ); (iii) subject to compliance in all respects with Section 9.9(g), an Affiliated Lender, or Section 9.9(h), a Debt Fund Affiliate (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of any of such Affiliated Lender or Debt Fund Affiliate); or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or, so long except as no Event of Default is then continuingpermitted in clause (iii) above or Section 1.7(d), a Disqualified InstitutionCredit Party or an Affiliate of a Credit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) has occurred and is continuingcontinuing or otherwise in connection with the primary syndication of the Term Loans, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender and the Swingline Lender (which acceptances of such consent of L/C Issuer Issuer, the Swingline Lender and the Borrower shall not be unreasonably withheld or delayed, but any event shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the L/C Issuers, the Swingline Lender and the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Loans but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Revolving Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $2,500,000, and in the case of Term Loans and Term Loan Commitments, shall be in a minimum amount of $1,000,000, unless in each case such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 1.11(e); (E) in no event shall an assignment be made to any Disqualified Person unless the Borrower’s consent (which may be withheld in its sole discretion) has been obtained (in which case such entity will not be considered a Disqualified Person for the purpose of such assignment). The Administrative Agent and each assignor of a Loan hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, provided that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of sale. Notwithstanding anything to the contrary herein, the Borrower and each Lender acknowledges and agrees that the Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Persons, including whether any Lender or potential Lender is a Disqualified Person. Without limiting the generality of the foregoing, the Agent, in its capacity as such, 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 Person 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 Person (regardless of whether the consent of the Agent is required thereto), and none of the Borrower, any Lender or their respective Affiliates will bring any claim to such effect. Subject to Section 9.10 below, Agent may post the list of Disqualified Persons and any updates thereto from time to time (collectively, the “DQ List”) on Syndtrak® or any other E-System used by the Agent from time to time; and (F) no Sale may be made to a holder of Junior Indebtedness. Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness Subsidiary of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall Except as set forth in Section 9.9(j) below, any purported assignment or transfer by a Lender Sell any of its rights or obligations under this Agreement and the other Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Documents that does not comply with the terms hereof shall be null treated for purposes of this Agreement as a sale by such Lender of a participation of such rights and voidobligations in accordance with Section 9.9(f).

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its Commitments and its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) subject to compliance with Section 9.9(g), an Affiliated Lender or (iv) any other Person Person; provided that (other than A) any Sale pursuant to this clause (iv) shall require the Borrower and its Subsidiaries, a natural Person or, Borrowers’ consent so long as no Event of Default under Section 7.1(a), Section 7.1(f), or Section 7.1(g) has occurred and is then continuing, a Disqualified Institution) with the prior written consent continuing (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) 10 Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (iiB) the Borrower’s consent shall in all cases be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to a Sale pursuant to this clause (iv) to a Disqualified Lender and (iiiB) being called herein an “Eligible Assignee”Agent shall provide to the Borrowers notice of any Sale pursuant to this clause (iv); provided, however, that (wA) such Sales do shall not have be required to be ratable between the Revolving Loan and the Term each Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yC) such Sales shall be effective only upon the acknowledgment in writing of such Sale by the Agent and (D) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. Subject to Section 1.7(d), and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lenderto, or the imposition of additional conditions or limitations (including limitations on voting) upon Sales to an Affiliate of a Credit Party (other than an Affiliated Lender in accordance with Section 9.9(g)), a holder of Junior Indebtedness or ABL Obligations or an Affiliate of such Personsa holder (in each case other than a Credit Party or Affiliated Lender in accordance with Section 9.9(g)), shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment For the avoidance of doubt, Assignments to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidAffiliated Lenders are subject to the provisions of Section 9.9(g).

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans or other Obligation owing to it (provided that, each such assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender (other than a Non-Funding Lender or Impacted Lender), (iiAssignment”) any Affiliate or Approved Fund upon the giving of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the notice to Borrower and its SubsidiariesAdministrative Agent, a natural Person orand for any assignment of Revolving Loans or Revolving Commitments, so long as no Event the consent of Default is then continuing, a Disqualified Institution) with the prior written consent Administrative Agent and Issuing Bank (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ); and (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” (other than a Person described in clause (i) above) and (except in the case of assignments made by or to CS) consented to by Administrative Agent, and, as long as no Event for any assignment of Default is continuingRevolving Loans or Revolving Commitments, the prior written Issuing Bank and Borrower (such consent of the Borrowernot to be (x) unreasonably withheld or delayed, and, or (y) in the case of Borrower, required at any Sale time during the initial syndication of a Revolving Loanthe Loans or at any time an Event of Default shall have occurred and then be continuing); provided, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”thereof); provided, howeverfurther that, that each such assignment pursuant to this Section 9.6(c)(ii) shall be in an aggregate amount of not less than (wA) $1,000,000 (or such Sales do not have lesser amount as may be agreed to be ratable between by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Loan Commitments and Revolving Loans of the Term Loan but must be ratable among the obligations owing to and owed by such Lender assigning Lender), with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as assignment of the effective date of the applicable Assignment) of the Loans, Revolving Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assignedLoans, and (zB) $1,000,000 (or such Sales lesser amount as may be agreed to by Lenders who are Non-Funding Lenders due to clause (a) Borrower and Administrative Agent or as shall constitute the aggregate amount of the definition Term Loan of Non-Funding the assigning Lender) with respect to the assignment of Term Loans (it being understood that, for purposes of this proviso, simultaneous assignments by a single Lender to Related Funds of such Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vaggregated). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent and consented to by each L/C Issuer (only to the extent that such assignment increases the obligation of the assignee to participate in exposure under one or Impacted Lendermore Letters of Credit (whether or not then outstanding), ); and (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, andterm of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and consented to by, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Commitments or Revolving Loan CommitmentLoans, the Revolver Agent and each of Borrower, each L/C Issuer (only to the extent that is a such assignment increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)), the Swing Line Lender and Administrative Agent (which each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of L/C Issuer Borrower, required at any time an Event of Default shall have occurred and the then be continuing); provided further that (A) Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of a proposed Sale is delivered not less than (I) $5,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the Borrower) (each aggregate amount of the Persons described in clauses (i), (iiRevolving Commitments and Revolving Loans of the assigning Lender) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the assignment of the Revolving Commitments and Revolving Loans and (II) $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (respect to the extent Borrower’s consent is otherwise required) and assignment of Term Loans. Notwithstanding the foregoing, each of Administrative Agent and, in the case and Borrower hereby consent to each assignment of Term Loans effected (or to be effected) by Xxxxxxx Xxxxx and Bank of America (or any Sale of a Revolving Loan, Letter their respective Affiliates) to ultimate lenders of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless record under this Agreement in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder primary syndication of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidTerm Loans.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments; provided, further, that notwithstanding any assignment of any Commitment or Loan, neither Swing Line Lender nor Issuing Bank shall be permitted to assign its obligations in such Sales do not have capacity hereunder pursuant to be ratable between the this Section 10.6(c)); and provided, further, that no assignment of a Revolving Loan and or a Permitted Replacement Revolving Loan in the Term form of a Foreign Currency Loan but must shall be ratable among effective unless the obligations owing assignee of such Foreign Currency Loan shall have represented in the Assignment Agreement that such assignee is able to and owed by such Lender make Revolving Loans or a Permitted Replacement Revolving Loan to the applicable Borrower in all applicable Foreign Currencies: (i) to any Person meeting the criteria of clause (i)(x) of the definition of the term of “Eligible Assignee” (with respect to the Assignments of Term Loans) or clause (i)(y) of such definition (with respect to assignments of Revolving Loans, Revolving Commitments, Permitted Replacement Revolving Loans, Permitted Replacement Revolving Commitments, New Revolving Loans or and New Revolving Loan Commitments) upon the Term Loan, giving of notice to Parent Borrower and Administrative Agent; and (xii) for each Loan, to any Person meeting the aggregate outstanding principal amount criteria of clause (determined as of the effective date of the applicable Assignmentii) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is definition of the assignor’s (together with its Affiliates term of “Eligible Assignee” upon giving of notice to Parent Borrower and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan CommitmentCommitments to any such Person (except in the case of assignments made by or to GSLP), the Revolver Agentconsented to by each of Parent Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) interest accruedin the case of Parent Borrower, prior required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) the Dollar Equivalent of $2,500,000 (or such lesser amount as may be agreed to by Parent Borrower and through Administrative Agent or as shall constitute the date aggregate amount of any such Sale may not be assigned, the applicable Class of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (zB) the Dollar Equivalent of $1,000,000 (or such Sales lesser amount as may be agreed to by Lenders Parent Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans. Notwithstanding the foregoing, no assignment shall be made without the consent of Parent Borrower (such consent not to be (x) unreasonably withheld or delayed or (y) required at any time an Event of Default shall have occurred and then be continuing (except in the case of clause (ii) below)) in the case of (i) an assignment of Japanese Revolving Loans or Japanese Revolving Commitments to a Person who are is not an Eligible Japanese Investor or (ii) an assignment of Swiss/Multicurrency Revolving Loans or Swiss/Multicurrency Revolving Commitments to a Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instancesEligible Swiss Bank, unless in connection with such sale, such Non-Funding Eligible Swiss Bank is a Lender cures, or causes the cure of, its which is a Permitted Non-Funding Lender status as contemplated in subsection 1.11(e)(v)Eligible Swiss Bank. The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Parent Borrower shall not be deemed to be unreasonablereasonably withheld if such assignment would result in a breach of the Ten Non-Bank Rule. In no event shall any Each Lender Sell participating in any Loan to the Swiss Subsidiary Borrower that is an Eligible Swiss Bank undertakes to: (i) promptly notify Administrative Agent and Parent Borrower if it has ceased or Commitment will or is likely to cease to be an Eligible Swiss Bank; and (ii) upon request of Parent Borrower or any Subsidiary thereof provide an assignee which is an Eligible Swiss Bank and any transfer all its rights and obligations under this Agreement to such purported Sale shall be null and voidassignee.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender), (iii) any Permitted Transferee or (iiiiv) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person or a Defaulting Lender) or ); (iii) [reserved]; or (iv) any other Person (other than a natural Person, a Defaulting Lender or the Borrower and its or any of the Borrower’s Affiliates or Subsidiaries, a natural Person or, so long ) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, (y) as long as no Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) is continuing, the prior written consent Borrower; provided that the acceptances of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) . Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wA) such Sales do not have to be ratable between the Revolving Loan and the each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal ; and (E) assignments and participations to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Disqualified Institutions shall be null subject to the terms and voidconditions in Section 10.9(i).

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations under the Loan Documents (provided, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (i) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, in the case term of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have ” upon the giving of notice to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of assignments, sales or transfers of Revolving Commitments, subject to the consent of the applicable Issuing Bank (such consent not to be unreasonably withheld or delayed); and (ii) to any Sale Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (aii) of the definition of Non-Funding Lender the term of “Eligible Assignee” upon giving of notice to the Borrower Representative and the Administrative Agent and consented to by the Borrower Representative (provided that the Borrower Representative shall be subject deemed to have consented to assignments made during the initial syndication of the Term Loans and Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the Administrative Agent’s prior written , the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in all instancesthe case of the Borrower Representative, unless required at any time an Event of Default described in connection Section 8.01(a) or 8.01(e) has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidminimum assignment amounts.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender Eligible Assignee of the type referred to in clause (other than a Non-Funding Lender or Impacted Lender), a) of the definition of the term “Eligible Assignee” upon (iiA) any Affiliate or Approved Fund the giving of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than notice to the Borrower and the Administrative Agent; provided that in the case of any assignment of a Revolving Commitment or any Revolving Exposure, such Eligible Assignee is a Revolving Lender or an Affiliate of a Revolving Lender and (B) in the case of assignments of Revolving Commitments or a Revolving Lender’s obligations in respect of its Subsidiariesparticipation in Letters of Credit, a natural Person or, so long as no Event the receipt of Default is then continuing, a Disqualified Institution) with the prior written consent (which each such consent shall not to be unreasonably withheld or delayed, except ) of each Issuing Bank; or (ii) any Eligible Assignee of the type referred to in connection with a proposed assignment to any Disqualified Institutionclause (b) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, andterm “Eligible Assignee” (or, in the case of any Sale assignment of a Revolving LoanCommitment or a Revolving Exposure, Letter any Eligible Assignee that does not meet the requirements of Credit or Revolving Loan Commitmentclause (i) above), upon (A) the Revolver Agent and each L/C Issuer that is a Lender (which such consent giving of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of assignments of Revolving Commitments or Revolving Loans, each Issuing Bank and (B) except in the case of assignments made by or to any Sale Arranger or any Affiliate thereof during the primary syndication of any credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default shall have occurred and is continuing pursuant to Section 8.1(a), 8.1(f) or 8.1(g) and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent and (3) in the case of assignments of Revolving Commitments or a Revolving LoanLender’s obligations in respect of its participation in Letters of Credit, Letter each Issuing Bank; provided that: (A) in the case of Credit any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $2,500,000 in the case of assignments of any Revolving Commitment or Revolving Loan Commitmentor (B) $1,000,000 in the case of assignments of any Term Loan Commitment or Term Loan of any Class (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Revolver AgentBorrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender, provided that the consent of the Borrower to any lesser amount (x) shall not be required if an Event of Default shall have occurred and is continuing pursuant to Section 8.1(a), 8.1(f) or 8.1(g) and (y) interest accruedshall be deemed to have been granted if notice shall be given to the Borrower requesting its consent to a lesser amount and the Borrower shall not have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received such request; (B) each partial assignment or transfer shall be of a uniform, prior and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to and through the date it of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Class without assigning or transferring any portion of its Commitment or of the definition Loans owing to it, as the case may be, of Non-Funding any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be subject 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, such Defaulting Lender’s applicable Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank and each Revolving Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its applicable Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit; provided that, unless notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject the term “Eligible Assignee” upon the giving of notice to the Administrative Agent’s Agent and the giving of notice to the Borrower Representative; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and (y)(1) if no Event of Default exists and the DLP VII Option Period has not yet expired, upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all instancesother cases, unless upon the giving of notice to the Borrower Representative; provided that: (A) in connection with the case of any such saleassignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), such Non-Funding the amount of the Commitment or Loans of the assigning Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, subject thereto shall not be deemed less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such purported Sale lesser amount as shall be null agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and voidnot varying, percentage of all rights and obligations of the assigning Lender hereunder.

Right to Assign. Each Any Lender may sellassign to one or more assignees, transferother than a natural person, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its the Loans or other Obligations at the time owing to it (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) applicable Loan and any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionrelated Commitments) with the prior written consent of (which each, an “Eligible Assignee”): (i) Borrower (such consent shall not to be unreasonably withheld or delayed, except in connection with ) unless (1) a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Default or Event of Default has occurred and is continuingcontinuing at the time of such assignment or (2) such assignment is to a Lender, the prior written consent of the Borrower, and, in the case of any Sale an Affiliate of a Revolving LoanLender or a Related Fund, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer provided that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice thereof; (ii) the Administrative Agent (such consent not to be unreasonably withheld or delayed) for assignments in respect of (x) any unfunded Delayed Draw Term Loan Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Related Fund with respect to such Lender or (y) any Term Loan to a Person that is not a Lender, an Affiliate of a proposed Sale is delivered to Lender or a Related Fund; and (iii) each Issuing Bank and of the Borrower) Swing Line Lender (each such consent not to be unreasonably withheld or delayed) for any assignment in respect of the Persons described Revolving Commitments. provided, that no Defaulting Lender, Credit Party or Affiliate of a Credit Party shall be an Eligible Assignee, and provided, further that each such assignment pursuant to this Section 10.6(c) shall be in clauses an aggregate amount of not less than (iw) $5,000,000, (x) such lesser amount as agreed to by Borrower and Administrative Agent (provided no such consent of the Borrower shall be required at any time a Default or an Event of Default shall have occurred and then be continuing), (iiy) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and aggregate amount of the Term Loan but must be ratable among Loans of the obligations owing to and owed by such assigning Lender with respect to the Revolving Loans Class being assigned or (z) the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of any existing such Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Subject to the last sentence of this Section 14.2(b), each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) and its rights and obligations with respect to Loans and Letters of CreditAdvances) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent if Borrower has not responded in writing within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”any request for such consent); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or Advances and Subsequent Advance Commitments (and/or the Term Loanright to issue Subsequent Advance Commitments hereunder), (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Advances and Subsequent Advance Commitments and Letter of Credit Obligations (and/or the right to issue Subsequent Advance Commitments hereunder) subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Credit Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.13(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In It being understood that notwithstanding anything else to the contrary provided herein (but subject to the last paragraph of this clause (b)), the Initial Lender and the First Amended and Restated Effective Date Lenders are permitted to sell, transfer, negotiate or assign all or a portion of their rights and obligations hereunder (including all or a portion of Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) and their rights and obligations with respect to Advances) in any amount, at any time, and to any Person at the sole discretion of Initial Lender and the First Amended and Restated Effective Date Lenders, without the consent of Agent (other than to the extent that indemnification obligations owed by an assigning Lender to Agent were accrued prior to the date of such assignment and Agent has made demand upon such Lender in writing for indemnity prior to such assignment, in each case, in accordance with the provisions hereof, in which case, such assignment shall be subject to the consent of the Agent, which shall not be unreasonably delayed or withheld provided that Agent shall have no event shall such consent right in regards to any Lender Sell assignment or prospective assignment that Agent was aware of on the date hereof), any Loan or Commitment to other Lender, the Borrower or any Subsidiary thereof other Loan Party. Notwithstanding anything else to the contrary provided herein, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender (including, without limitation, the First Amended and any such purported Sale Restated Effective Date Lenders) shall be null permitted to assign any Advances or Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) to any Disqualified Person, Non-Funding Lender or an Impacted Lender. The Agent and voideach assignor of Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) or an Advance hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, Non-Funding Lender or an Impacted Lender, provided, that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. Neither the Agent nor the Lenders shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to Disqualified Persons, Non-Funding Lenders or Impacted Lenders.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Subject to Section 10.07(j) below with respect to Sponsor Affiliated Lenders, any Lender may sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments Commitment and its rights and obligations the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations) at the time owing to it): (A) with respect to Loans and Letters of CreditTerm Loans, Term Loan Commitments, and/or Delayed Draw Term Loan Commitments: (A) to any Person meeting the criteria of clause (ia) or (d) of the definition of “Eligible Assignee” upon the giving of notice to Holdings and the Administrative Agent; (B) to any existing Lender Person meeting the criteria of clause (b) of the definition of “Eligible Assignee” and consented to by each of (x) Holdings and (y) the Administrative Agent (each consent not to be unreasonably withheld, delayed or conditioned); and (C) to any Person meeting the criteria of clause (c) of the definition of “Eligible Assignee” upon giving effect to such assignment pursuant to Section 10.07(j); and (B) with respect to any assignment of Revolving Credit Commitments, and/or Revolving Credit Loans (in each case, to any Person other than a Non-Funding Lender or Impacted LenderPerson meeting the criteria of clause (a) of the definition of “Eligible Assignee”, but, in such case, with notice to Holdings and the Administrative Agent), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent of: (which A) the Administrative Agent; (B) Holdings; and (C) each L/C Issuer (such consent shall not to be unreasonably withheld or delayed); provided, except in connection with a proposed assignment to any Disqualified Institutionnotwithstanding the foregoing clauses (i) and (ii), the consent of the Administrative Agent, and, as long as no Holdings shall not be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing; provided, further, (x) Holdings’ refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, (y) Holdings’ consent will be required with respect to any assignment to Disqualified Lenders, and (z) to the prior written extent the consent of the BorrowerHoldings is required, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Holdings shall be deemed to have been given consented to such assignment (other than an assignment to a Disqualified Lender) unless an objection is delivered they have objected by written notice to the Administrative Agent within ten (10) Business Days after of having received written notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (iA) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (iiB) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a Defaulting Lender) ); or (iiiC) any other Person (other than the Borrower and its Subsidiariesa natural Person, a natural Person or, so long Defaulting Lender or any Borrower or any of any Borrower’s Affiliates or Subsidiaries) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, (y) as long as no Specified Event of Default is continuing, the prior written consent of the BorrowerBorrower Representative, and, and (z) in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent Lender; provided that the acceptances of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten seven (107) Business Days after notice of a proposed Sale is delivered to the Borrower) L/C Issuer and the Borrower Representative, as applicable. Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w1) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, Loans; (x2) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrowerthe Borrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (y3) interest accrued, other than any interest that is payable-in- kind, prior to and through the date of any such Sale may not be assigned, and ; (z4) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.; and

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocations and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (wi) such Sales do not have to shall be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Floorplan Loan, ; (xii) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments Allocations, and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of Five Million Dollars ($1,000,0005,000,000.00), unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility facility, or is made with the prior written consent of Agent; (iii) such Sales shall be effective only upon the Borrower acknowledgement in writing of such Sale by Agent; (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yiv) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and ; and (zv) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative ; Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Subject to the next sentence, each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Term Loan and/or any portion thereof) to (i) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Term Loan subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Term Loan hereunder or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything else to the contrary provided herein, as long as no event shall any Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null permitted to assign any portion of or all of the Term Loan to any Disqualified Person. The Agent and voideach assignor of its interest in the Term Loan hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, provided that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. The Agent shall not have any responsibility or liability for monitoring the list of, identifying, or enforcing provisions relating to, Disqualified Persons.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (each an “Eligible Assignee”): (i) any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is, to the knowledge of such assigning Lender, a Non-Funding Lender or Impacted Defaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is, to the knowledge of such assigning Lender, a Non-Funding Lender or Impacted Defaulting Lender) , or (iii) any other Person (other than the Borrower and or any of its Subsidiaries, a natural Person or, so long Subsidiaries except as no Event of Default is then continuing, a Disqualified Institutionprovided in Section 2.21) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, andand (y) in the case of any sale, transfer, negotiation or assignment of Revolving Credit Commitments (and related Obligations) only, (I) the Swingline Lender, (II) each L/C Issuer, and (III) as long as no Default or Event of Default is continuing, the prior written consent of the Borrower; provided, andhowever, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and A) the Borrower shall be deemed to have been given consented to any such sale, transfer, negotiation or assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)thereof, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wB) such Sales sales, transfers, negotiations or assignments do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations Obligations owing to and the obligations owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xC) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment or other sale, transfer, negotiation or assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale sale, transfer, negotiation or assignment shall be in a minimum amount of $1,000,0001,000,000 in the case of a sale, transfer, negotiation or assignment of Term Loans and $5,000,000 in the case of a sale, transfer, negotiation or assignment of Revolving Loans and Revolving Credit Commitments, unless such Sale sale, transfer, negotiation or assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Assignments shall not be deemed required to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidpro rata among the Facilities.

Right to Assign. Each Lender may sell, transfer, negotiate or shall have the right at any time to assign (a “Sale”) to any Eligible Assignee all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment and its rights and obligations with respect to Loans and Letters or of Credit) to any other Obligations; provided, that (i) any existing Lender (other than a Non-Funding Lender except in the case of assignments made by GSCP or Impacted Lender)Wachovia, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower Administrative Agent and each LC Issuer must give its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (iwithheld), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, except in the case of any Sale an assignment to a Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term Eligible Assignee, or any assignment made at a time when an Event of Default shall have occurred and be continuing, the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Person meeting the criteria of clause (a) of the definition of the term Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender shall be subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Notwithstanding the foregoing, in the case of any assignment by any Lender to any Supplemental Loan Participant, the Administrative Agent must give its prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed Supplemental Loan Participant as a condition precedent to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof such assignment.” (b) Section 10.06(f) of the Credit Agreement is hereby amended and any such purported Sale shall be null and void.restated in its entirety as follows:

Right to Assign. Each Lender The Sublessee may sell, transfer, negotiate assign or assign (a “Sale”) all transfer the whole or a portion any part of its rights interest in this Sublease and obligations hereunder the Leased Premises, subject to the following terms and conditions: (including all a) the assignment or transfer of the Sublease must be completed on a portion of its Commitments form acceptable for registration in the Registry; (b) the assignment or transfer must include covenants and its rights agreements pursuant to which the assignee or transferee covenants and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)agrees in writing, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent Sublessor and the Homeowners Corporation, to be bound by and liable under all terms, conditions, covenants and agreements of the Sublessee under this Sublease; (which consent c) the Sublessee shall not be unreasonably withheld in default of its covenants and agreements set out in this Sublease, and in particular shall have paid its Proportionate Share of all Common Costs and shall have paid to the Homeowners Corporation all Assessments for the period to and including the date of the assignment or delayedtransfer; (d) the share in the capital of the Homeowners Corporation held by the Sublessee must be assigned to the assignee or transferee at the same time as the Sublease is assigned, except provided that in connection the event the Sublessee fails to effect the transfer of the share in the Homeowners Corporation at the time of the assignment or transfer of this Sublease, the Sublessor or the Homeowners Corporation shall be irrevocably appointed the attorney of the Sublessee with the full power to execute and deliver a proposed assignment transfer of the share in the name of the Sublessee and any transfer documentation executed and delivered by the Sublessor or Homeowners Corporation under such power of attorney shall be binding upon the Sublessee without liability to the Sublessor or the party signing on behalf of the Sublessor; and (e) prior to any Disqualified Institutionassignment or transfer the Sublessee shall request a certificate from the Sublessor confirming that to the Sublessor’s knowledge the Sublease is in good standing, and upon the assignment or transfer shall pay the Sublessor an administration fee. Such administration fee shall be equal to .4% (four tenths of one percent) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent greater of the Borrower, and, in sale price or the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each most recent tax assessed value of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidLeased Premises.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection ; provided that with a proposed assignment respect to any Disqualified Institution) such other Person that is the holder of any Junior Subordinated Notes, Senior Subordinated Notes or preferred Stock of the Borrowers, such acceptance shall be in the sole and absolute discretion of the Administrative Agent, ) to the Administrative Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Borrowers; provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent andAgent. Notwithstanding the foregoing, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. Notwithstanding the foregoing, unless in connection with such salethe holders of any Junior Subordinated Notes, such Non-Funding Lender cures, or causes Senior Subordinated Notes and/or preferred Stock of the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Borrowers shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidhold in the aggregate more than 30% of the Loans.

Right to Assign. Each (i) Subject to subsection 9.9(b)(ii), each Lender may sell, transfer, negotiate assign to one or assign (a “Sale”) more Eligible Assignees all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Loans at the time owing to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit) with the prior written consent (which such consent shall not to be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of: (A) the Parent Borrower; provided that no consent of the Administrative AgentParent Borrower shall be required (i) for an assignment of all or any portion of any Commitments or Loans to an existing Lender, and, as long as no an Affiliate of an existing Lender or an Approved Fund or (ii) if an Event of Default under Section 7.1(a), (f) or (g) has occurred and is continuing, ; provided that the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Parent Borrower shall be deemed to have been given consented to any assignment of Commitments or Loans unless an objection is delivered to the Administrative Agent Parent Borrower shall have objected thereto within ten (10) Business Days after notice a Responsible Officer of the Parent Borrower having received written request therefor; (B) the Agent; provided that no consent of the Agent shall be required for an assignment of all or any portion of a proposed Sale is delivered Term Loan to an existing Lender, an Affiliate of an existing Lender or an Approved Fund; (C) each L/C Issuer at the Borrower) (each time of such assignment; provided that no consent of the Persons described in clauses L/C Issuers shall be required for any assignment not related to Revolving Loan Commitments; or (i), D) the Swingline Lender; provided that no consent of the Swingline Lender shall be required for any assignment not related to Revolving Loan Commitments. (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to Assignments shall be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect subject to the Revolving following additional conditions: (A) except in the case of (i) an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitments or Loans or of the Term Loan, (x) for each Loanapplicable class, the aggregate outstanding principal amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the effective date the Assignment with respect to such assignment is delivered to the Agent) shall not be less than, in the case of Revolving Loan Commitments or Revolving Loans, Additional/Replacement Revolving Loan Commitments or Additional/Replacement Revolving Loans, $5,000,000 (or an integral multiple of $1,000,000 in excess thereof), or, in the case of Initial Term A Loan Commitments, Initial Term B Loan Commitments, Incremental Term Loan Commitments or Term Loans, $1,000,000 (or an integral multiple of $1,000,000 in excess thereof), unless each of the applicable Assignment) of Parent Borrower and the Loans, Commitments and Letter of Credit Obligations subject to any Agent otherwise consents; provided that no such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Parent Borrower shall be required if an Event of Default under subsection 7.1(a), (f) or (g) with respect to the Parent Borrower has occurred and is continuing; provided, further, that contemporaneous assignments to a single assignee made by a single assignor to related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount requirements stated above; (B) subject to the terms of Section 9.22, the parties to each assignment shall (x) execute and deliver to the Agent an Assignment via an electronic settlement system acceptable to the Agent or (y) if previously agreed with the Agent, manually execute and deliver to the Agent an Assignment, in each case, together with a processing fee of $3,500 (it being understood that such recordation fee shall not apply to any assignment by any Lead Arranger or Co-Syndication Agent or any of their respective Affiliates hereunder in connection with the primary syndication of the Initial Term B Loan Facility); provided that the Agent may, in its sole discretion, elect to waive or reduce such processing and recordation fee in the case of any assignment, including assignments effected pursuant to the provisions of Section 9.22; (C) the assignee, if it shall not be a Lender, shall deliver to the Agent any tax documentation required by subsection 10.1(f) and an administrative questionnaire in a form approved by the Agent in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and their Related Persons or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and Requirements of Law, including Federal and state securities laws; and (D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (D) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches of Loans (if any) on a non-pro rata basis. Notwithstanding the foregoing or anything to the contrary set forth herein (i) any assignment of any Loans or Commitments to a Purchasing Borrower Party shall also be subject to the requirements set forth in Section 9.9(g), and (ii) no natural person may be an Eligible Assignee with respect to any Loans or Commitments. (iii) Subject to acceptance and recording thereof pursuant to Section 9.9(b)(v), from and after the effective date specified in each Assignment, the assignee thereunder shall be a party hereto and, to the extent Borrower’s consent is otherwise required) of the interest assigned by such Assignment, have the rights and obligations of a Lender under this Agreement, and the Administrative Agent assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment, be released from its obligations under this Agreement (and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) an Assignment covering all of the definition of Non-Funding assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits and subject to the Administrative Agentrequirements of Sections 9.5, 9.6, 10.1, 10.3, 10.4, 10.8 and 10.9); provided that, subject to Section 9.23, 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 other party hereto against such Defaulting Lender arising from such Xxxxxx’s prior written consent 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 Section 9.9 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in all instancessuch rights and obligations in accordance with Section 9.9(d). (iv) By executing and delivering an Assignment, unless the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitments being assigned thereby, and the outstanding balances of its Loans being assigned thereby, in each case without giving Pro Forma Effect to assignments thereof which have not become effective, are as set forth in such Assignment, (B) except as set forth in (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lenderthis Agreement, or the imposition execution, legality, validity, enforceability, genuineness, sufficiency or value of conditions this Agreement, any other Loan Document or limitations (including limitations on voting) upon Sales to such Personsany other instrument or document furnished pursuant hereto, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to the financial condition of the Parent Borrower or any Subsidiary thereof or the performance or observance by the Parent Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (C) such assignee confirms, represents and warrants that it is not a Defaulting Lender and that it is legally authorized to enter into such Assignment; (D) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in subsection 3.11(a) or delivered pursuant to subsection 4.1(a) or (b) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (F) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (v) Upon its receipt of and, if required, consent to, a duly completed Assignment executed by an assigning Lender and an assignee, the assignee’s completed administrative questionnaire and any tax documentation required by subsection 10.1(f)(i) (unless the assignee shall already be a Lender hereunder) and any written consent to such purported Sale assignment required by subsection 9.9(b)(i), the Agent shall promptly accept such Assignment and record the information contained therein in the Register. No assignment shall be null effective for purposes of this Agreement unless and voiduntil it has been recorded in the Register as provided in this paragraph.

Right to Assign. Each Lender may sell, transfer, negotiate or shall have the right at any time to assign (a “Sale”) to any Eligible Assignee all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment and its rights and obligations with respect to Loans and Letters or of Credit) to any other Obligations; provided, that (i) any existing Lender (other than a Non-Funding Lender except in the case of assignments made by GSCP or Impacted Lender)Wachovia, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower Administrative Agent and each LC Issuer must give its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (iwithheld), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, except in the case of any Sale an assignment to a Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term Eligible Assignee, or any assignment made at a time when an Event of Default shall have occurred and be continuing, the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Person meeting the criteria of clause (a) of the definition of the term Eligible Assignee or an assignment ofthe entire remaining amount of the assigning Xxxxxx’s Commitment, the amount of the Commitment of the assigning Lender shall be subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Notwithstanding the foregoing, in the case of any assignment by any Lender to any Supplemental Loan Participant, the Administrative Agent must give its prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed Supplemental Loan Participant as a condition precedent to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof such assignment.” (b) Section 10.06(f) of the Credit Agreement is hereby amended and any such purported Sale shall be null and void.restated in its entirety as follows:

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), (iii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event and consented to by the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) required in the case of Default is continuing, the prior written consent of a transfer or assignment to the Borrower, FLL or a Servicer or any of their Affiliates (a “Relevant Assignment Party”) from any Lender or a transfer or assignment by a Relevant Assignment Party to another Relevant Assignment Party); and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, consented to by the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) required in the case of a transfer or assignment to a Relevant Assignment Party from any Lender or a transfer or assignment by a Relevant Assignment Party to another Relevant Assignment Party) and, in the case of assignment of Loans or Commitments to any Sale such Person (except in the case of a Revolving Loanprimary assignments made by Citibank, Letter of Credit N.A., Citigroup GM, Deutsche Bank Securities Inc., Xxxxxx Xxxxxxx Senior Funding, Inc., RBC Capital Markets, LLC or Revolving Loan CommitmentBNP Paribas Securities Corp.), consented to by the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent not to be (x) unreasonably withheld or delayed or (y) in the case of L/C Issuer the Borrower, required at any time an Event of Default shall have occurred and be continuing); provided, further that (A) the Borrower shall be deemed to have been given consented to any such assignment of Loans or Commitments unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten fifteen (1015) Business Days days after having received notice thereof provided that in connection with any such assignment to any of the entities listed in Annex 2, (as the same may be amended by agreement of the Borrower and Administrative Agent from time to time, each a proposed Sale is delivered to “Borrower Competitor”) there shall be no deemed consent, and the Borrower) (each of the Persons described in clauses (i)’s actual consent shall be required, (ii) and (iiiB) being called herein an “Eligible Assignee”); provided, however, that (weach such assignment pursuant to this Section 9.06(c)(ii) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum an aggregate amount of not less than $1,000,000, unless 1,000,000 (or such Sale is made lesser amount as may be agreed to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of by the Borrower (to the extent Borrower’s consent unless an Event of Default has occurred and is otherwise requiredcontinuing) and the Administrative Agent and, in or as shall constitute the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) aggregate amount of the definition Commitments and Loans of Non-Funding Lender shall be subject the assigning Lender) with respect to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes assignment of the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof Commitments and any such purported Sale shall be null and voidLoans.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and shall have the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)right, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), to sell, assign or transfer all or a portion of its respective rights and obligations under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it; provided, however, that, notwithstanding the extent foregoing, each Agent and each Lender shall have the right at any time to sell, assign or transfer all or a portion of its respective rights and obligations under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it to any Eligible Assignee without the consent of any other party; provided, further, that, notwithstanding the foregoing, during the continuance of any Regulatory Trigger Event or Event of Default, each Agent and each Lender shall have the right to at any time to sell, assign or transfer all or a portion of its respective rights and obligations under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it without the consent of the Borrower’s consent . Furthermore, in no event may any rights or obligations of any Lender under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it, be assigned to or otherwise acquired by (whether by assignment or participation or through a swap or other derivative transaction) any Person which is otherwise required) not a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, and the Administrative Agent and, rules and regulations thereunder). Any assignment or acquisition not in compliance with the case foregoing sentence shall be void ab initio and of any Sale of a Revolving Loan, Letter of Credit no force or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assignedeffect, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed effective to be unreasonable. In no event shall transfer any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidinterest whatsoever herein.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or ); or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the BorrowerBorrower Representative) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, Loans; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent; (C) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, ; (yD) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and ; and (zE) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party subordinated debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a natural Person or a Non-Funding Lender or Impacted Lender); (iii) to any Person in connection with the sale by any Lender of all or any substantial portion of such Lender’s corporate finance or healthcare capital portfolio or (iiiiv) any other Person (other than the Borrower and its Subsidiariesa natural Person, a natural Person or, so long as no Event Non-Funding Lender or any Borrower or any of Default is then continuing, a Disqualified Institutionany Borrower’s Affiliates or Subsidiaries) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Specified Event of Default is continuing, the prior written consent of the BorrowerBorrower Representative, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) L/C Issuer and Borrower Representative, as applicable (each any Person meeting one of the Persons described requirements set forth in clauses (i), (ii) and ), (iii) being called herein or (iv) above, an “Eligible Assignee”); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yx) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v); and (z) assignments and participations to Disqualified Institutions shall be subject to the terms and conditions in Section 10.9(g). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, Holder or to a Person that would be a Non-Funding Lender or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall Any purported assignment or transfer by a Lender of its rights or obligations under this Agreement and the other Loan Documents to any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Person that does not comply with the terms hereof shall be null treated for purposes of this Agreement as a sale by such Lender of a participation of such rights and voidobligations in accordance with Section 10.9(f) (subject to Section 10.9(g) in the case of a purported transfer to a Disqualified Institution), provided that such treatment shall not relieve any assigning Lender from any Liabilities arising as a consequence of its breach of this Agreement.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan A but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans Loan or the a Term LoanLoan A, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 9.9(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default Time is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agentessence hereof, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower this Agreement shall be deemed binding upon the parties hereto and shall extend to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)be binding upon their respective successors and assigns; provided, however, that (w) such Sales do this Agreement shall not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed assigned by such Lender with respect to the Revolving Loans Farmee, its successors or the Term Loanassigns, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject in whole or part to any such Sale shall person, firm or corporation without the prior written consent of Farmor which may be withheld in a minimum amount of $1,000,000Farmor’s sole discretion in each instance. However, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of notwithstanding any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made assignment by Farmee with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentFarmor, the Revolver Agentassignment shall not be or become effective until Farmor shall have been furnished with a duly executed copy thereof. Farmor shall have the right to make the herein specified assignments solely to Farmee, (y) interest accrued, prior to and through the date of any assignees under any such Sale assignment shall look solely to Farmee for any assignment of oil and gas Leasehold rights that may not be assigned, and (z) such Sales due them by Lenders who are Non-Funding Lenders due reason of Farmee’s assignment to clause (a) them of the definition of Non-Funding Lender an interest in this Agreement. Any assignment by Farmee shall be subject to the Administrative Agentterms and conditions of this Agreement, to which the Assignee thereon shall specifically agree to be bound. Farmor will retain in any assignment earned by Farmee hereunder, a lien and security interest in the rights to be assigned to Farmee, to secure payment for the production attributable to Farmor’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)overriding royalty production. The Administrative Agentlien and security interest to be reserved by Farmor shall attach to the leasehold estate to be assigned to Farmee, and the proceeds of production attributable to said assigned interest at the point at which such production is extracted from the ground. In the event that Farmee’s refusal to accept interest in the Subject Lease becomes part of any proceeding before a Sale to a Credit PartyUnited States Bankruptcy Court, a holder the overriding royalty interest production of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Farmor shall not be deemed to be unreasonablesecured. In no event shall Farmor’s lien and security interest to be reserved in any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale assignment of the Subject Lease shall be null a first and voidprior lien insofar as all parties acquiring an interest in the Farmee’s interests, whether by assignment, merger, mortgage, operation of law, or otherwise, and such third parties shall be deemed to have taken such interest subject to the lien and security interest of Farmor. The address of Farmor as a Secured Party is set forth under the following paragraph, and the address of Farmee, as Debtor/Obligor, is set forth under the following paragraph.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Notwithstanding the foregoing, no Lender may enter into a Sale of all or a portion of its rights and obligations hereunder to a Credit Party, an Affiliate of a Credit Party or a natural Person. Agent’s refusal to accept a Sale to a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Subject to the last sentence of this Section 14.2(b), each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Closing Date Advance Commitments and its rights and obligations with respect to Loans and Letters of CreditAdvances) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate, Lender Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent if Borrower has not responded in writing within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”any request for such consent); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanAdvances and Closing Date Advance Commitments, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Advances and Closing Date Advance Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate, Lender Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates Affiliates, Lender Affiliate and Approved Funds) entire interest in such facility the Credit Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.13(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In It being understood that notwithstanding anything else to the contrary provided herein (but subject to the last paragraph of this clause (b)), the Initial Lenders are permitted to sell, transfer, negotiate or assign all or a portion of their rights and obligations hereunder (including all or a portion of Closing Date Advance Commitments and their rights and obligations with respect to Advances) in any amount, at any time, and to any Person at the sole discretion of Initial Lenders, without the consent of Agent (other than to the extent that indemnification obligations owed by an assigning Lender to Agent were accrued prior to the date of such assignment and Agent has made demand upon such Lender in writing for indemnity prior to such assignment, in each case, in accordance with the provisions hereof, in which case, such assignment shall be subject to the consent of the Agent, which shall not be unreasonably delayed or withheld provided that Agent shall have no event shall such consent right in regards to any Lender Sell assignment or prospective assignment that Agent was aware of on the date hereof), any Loan or Commitment to other Lender, the Borrower or any Subsidiary thereof and any such purported Sale other Loan Party. Notwithstanding anything else to the contrary provided herein, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender (including the Initial Lenders) shall be null permitted to assign any Advances or Closing Date Advance Commitments to any Disqualified Person, Non-Funding Lender or an Impacted Lender. The Agent and voideach assignor of Closing Date Advance Commitments or an Advance hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, Non-Funding Lender or an Impacted Lender, provided, that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. Neither the Agent nor the Lenders shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to Disqualified Persons, Non-Funding Lenders or Impacted Lenders.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted Affiliated Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted Affiliated Lender) or ); (iii) subject to compliance in all respects with Section 9.9(g), an Affiliated Lender, or Section 9.9(h), a Debt Fund Affiliate (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of any of such Affiliated Lender or Debt Fund Affiliate); or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or, so long except as no Event of Default is then continuingpermitted in clause (iii) above or Section 1.7(d), a Disqualified InstitutionCredit Party or an Affiliate of a Credit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) has occurred and is continuingcontinuing or otherwise in connection with the primary syndication of the Term Loans, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender and the Swingline Lender (which acceptances of such consent of L/C Issuer Issuer, the Swingline Lender and the Borrower shall not be unreasonably withheld or delayed, but any event shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the L/C Issuers, the Swingline Lender and the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Loans but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Revolving Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $2,500,000, and in the case of Term Loans and Term Loan Commitments, shall be in a minimum amount of $1,000,000, unless in each case such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 1.11(e); (E) in no event shall an assignment be made to any Disqualified Person unless the Borrower’s consent (which may be withheld in its sole discretion) has been obtained (in which case such entity will not be considered a Disqualified Person for the purpose of such assignment). The Administrative Agent and each assignor of a Loan hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, provided that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of sale. Notwithstanding anything to the contrary herein, the Borrower and each Lender acknowledges and agrees that the Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Persons, including whether any Lender or potential Lender is a Disqualified Person. Without limiting the generality of the foregoing, the Agent, in its capacity as such, 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 Person 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 Person (regardless of whether the consent of the Agent is required thereto), and none of the Borrower, any Lender or their respective Affiliates will bring any claim to such effect. Subject to Section 9.10 below, Agent may post the list of Disqualified Persons and any updates thereto from time to time (collectively, the “DQ List”) on Syndtrak® or any other E-System used by the Agent from time to time; and (F) no Sale may be made to a holder of Junior Indebtedness. Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness Subsidiary of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall Except as set forth in Section 9.9(j) below, any purported assignment or transfer by a Lender Sell any of its rights or obligations under this Agreement and the other Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Documents that does not comply with the terms hereof shall be null treated for purposes of this Agreement as a sale by such Lender of a participation of such rights and voidobligations in accordance with Section 9.9(f).

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) ); or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the BorrowerBorrower Representative) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (xA) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent; (B) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, ; (yC) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and ; and (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative ; Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness an Affiliate of a Credit Party or an Affiliate of such a holderParty, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a natural Person, a Non-Funding Lender or Impacted Lender) or ); (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long Person) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the L/C Issuer and the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; and (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness Subsidiary of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Any purported assignment or transfer by a Lender Sell any of its rights or obligations under this Agreement and the other Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Documents that does not comply with the terms hereof shall be null treated for purposes of this Agreement as a sale by such Lender of a participation of such rights and voidobligations in accordance with Section 9.9(f); provided that such treatment shall not relieve any assigning Lender from any Liabilities arising as a consequence of its breach of this Agreement.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiariesa Credit Party, an Affiliate of a Credit Party or a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or ; or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment acceptable to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) is continuing, the prior written consent Borrower (the acceptance of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Administrative Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall not be unreasonably withheld or delayed; provided, the Borrower’s refusal to consent to an assignment to any Disqualified Institution shall not be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrowerbe unreasonable) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, (D) [reserved]; (E) notwithstanding anything herein to the contrary, in no event shall a supplement to the Excluded Persons List apply retroactively to disqualify any Person that has previously acquired or agreed to acquire pursuant to a binding agreement an assignment or participation interest in the Loans or Commitments that was otherwise permitted prior to such permitted supplementation; (F) neither the Administrative Agent nor any assignor shall have any obligation to inquire as to whether any potential assignee is a Person that is (x) a fund managed or administered by a Person on the Excluded Persons List or any Affiliate of any such Person (but not a Person specifically named on the Excluded Persons List) or (y) a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative AgentAgent and any assignor may conclusively rely on a representation by the potential assignee that it is not a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller in the applicable assignment agreement; provided, however, that at any Lender’s prior written consent in all instancesoption (but with no obligation to do so), unless in connection with the Borrower shall confirm, within five (5) Business Days after such saleLender’s request therefor, such Non-Funding Lender cures, whether a potential assignee or causes participant is a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller; and (G) the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness Subsidiary of a Credit Party or an a First Lien Lender or any of its Affiliates (including, but not limited to, the Sponsor and its Controlled Investment Affiliates) or any Affiliate of such a holderCredit Party, or to a Person that would be a Non-Funding or Impacted Lenderincluding but not limited to, Sponsor and its Controlled Investment Affiliates, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001.0 million, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, any Non-ABL Priority Lien Debt or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments and its rights the Loans (including for purposes of this Section 11.2(b), participations in L/C Obligations and obligations with respect in Swing Loans) at the time owing to Loans and Letters of Creditit) to (each an “Eligible Assignee”): (i) any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is, to the knowledge of such assigning Lender, a Non-Funding Lender or Impacted Defaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is a Non-Funding Lender or Impacted natural person or, to the knowledge of such assigning Lender) , a Defaulting Lender, or (iii) any other Person (other than a natural person, the Borrower and or any of its Subsidiaries, a natural Person or, so long Subsidiaries except as no Event of Default is then continuing, a Disqualified Institutionprovided in Section 2.21) with the prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of (x) the Applicable Administrative Agent, andand (y) in the case of any sale, transfer, negotiation or assignment of Revolving Credit Commitments (and related Obligations) only, (I) the Swingline Lender, (II) each L/C Issuer, and (III) as long as no Event of Default is continuing, the prior written consent of the Borrower; provided, andhowever, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and A) the Borrower shall be deemed to have been given consented to any such sale, transfer, negotiation or assignment unless an objection is delivered it shall object thereto by written notice to the Applicable Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)thereof, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wB) such Sales sales, transfers, negotiations or assignments do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations Obligations owing to and the obligations owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xC) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment or other sale, transfer, negotiation or assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale sale, transfer, negotiation or assignment shall be in a minimum amount of $1,000,0001,000,000 in the case of a sale, transfer, negotiation or assignment of Term Loans and $5,000,000 in the case of a sale, transfer, negotiation or assignment of Revolving Loans and Revolving Credit Commitments, unless such Sale sale, transfer, negotiation or assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (and the Applicable Administrative Agent. Assignments shall not be required to be pro rata among the Facilities. Notwithstanding the foregoing or anything to the contrary set forth herein, to the extent any Lender is required to assign any portion of its Commitments, Loans and other rights, duties and obligations hereunder in order to comply with applicable laws, such assignment may be made by such Lender without the consent of the Borrower’s consent is otherwise required, any Administrative Agent, any applicable L/C Issuer, the Swingline Lender or any other party hereto so long as such Lender complies with the requirements of Sections 11.2(b) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vc). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (x) a Non-Funding Lender natural Person, (y) the Borrower, the Permitted Investors or Impacted Lenderany of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender natural Person, (y) the Borrower, the Permitted Investors or Impacted Lenderany of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder) or (iii) any other Person (other than the Borrower and its Subsidiaries, (x) a natural Person oror (y) the Borrower, so long as no Event the Permitted Investors or any of Default is then continuingtheir respective Affiliates except, a Disqualified Institutionin each case, pursuant to clause (g) with the prior written consent below) acceptable (which consent acceptance shall not be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Syndication Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer acceptance shall (i) not be unreasonably withheld, conditioned or delayed and the Borrower shall (ii) be deemed to have been given unless an objection is delivered to if the Administrative Agent Borrower has not responded within ten (10) five Business Days after notice of a proposed Sale is delivered to written request for such acceptance); provided that (A) the Borrower) (each written consent of the Persons described in clauses (i), (ii) Borrower shall always be required for assignments to Disqualified Competitors and (iiiB) being called herein an “Eligible Assignee”)the consent of the Borrower shall not be required in connection with the initial syndication of the Term Loans; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Term Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Term Loans or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Syndication Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a obligations under the First Lien Credit Party Agreement or any Subordinated Debt or an Affiliate of such a holder, or to holder (including any such holder that is a Person that would be a Non-Funding or Impacted Lender), or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, MIHI LLC shall have the absolute right, without obligation to obtain any Lender Sell any consent of the Loan or Commitment to Borrower Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of MIHI LLC’s Commitments and Term Loans as MIHI LLC deems necessary to enable MIHI LLC and its Affiliates to ensure that they have no attributable stake in the Borrower for purposes of the regulations of the FCC, or any such purported Sale shall be null and voidsuccessor agency thereto, or to otherwise comply with FCC regulations.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Revolving Commitment or Revolving Loans (including participations in L/C Obligations) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of a Revolving Loan, Letter of Credit or any Revolving Loan Commitmentand any Revolving Commitment to a Lender; provided that, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Borrowers shall be deemed to have been given consented to such Transfer unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof. Notwithstanding the foregoing, if any Letter of a proposed Sale Credit is delivered to the Borrower) (each of the Persons described in clauses (i)outstanding, (ii) and (iii) being called herein an “Eligible Assignee”); providedno Lender may Transfer its payment obligations, howevermatured or contingent, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender any Issuing Bank under Section 2.2(c)(ii) or with respect to the Revolving Loans L/C Advances under Section 2.2(c)(iii) unless (A) such Transfer is to another Lender or the Term Loan(B) each Issuing Bank has approved such Transfer (such approval not to be unreasonably withheld, (x) for conditioned or delayed); provided that each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale Issuing Bank shall be in a minimum amount of $1,000,000, deemed to have consented to such Transfer unless such Sale is made it objects thereto by written notice to an existing Administrative Agent and the assigning Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s within five (together with its Affiliates and Approved Funds5) entire interest in such facility or is made with the prior Business Days after having received written consent of the Borrower notice thereof. (i) Appendix A to the extent BorrowerCredit Agreement is hereby amended by deleting Appendix A in its entirety and replacing it with Appendix A attached to this Agreement. (j) Appendix B to the Credit Agreement is hereby amended by deleting Appendix B in its entirety and replacing it with Appendix B attached to this Agreement. (k) Schedule 1.1(b) to the Credit Agreement is hereby amended by deleting Schedule 1.1(b) in its entirety and replacing it with Schedule 1.1(b) attached to this Agreement. (l) Schedule 4.1 to the Credit Agreement is hereby amended by deleting Schedule 4.1 in its entirety and replacing it with Schedule 4.1 attached to this Agreement. (m) Schedule 4.2 to the Credit Agreement is hereby amended by deleting Schedule 4.2 in its entirety and replacing it with Schedule 4.2 attached to this Agreement. (n) Exhibit A-3 to the Credit Agreement is hereby amended by including Scotiabank’s consent is otherwise required) and the Administrative Agent andletter of credit application, in the case of any Sale of form attached as Annex E to Exhibit A-3 hereto, as a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, new Annex E to such Exhibit A-3. (yo) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject Exhibit K to the Administrative Agent’s prior written consent Credit Agreement is hereby amended by deleting Exhibit K in all instances, unless in connection its entirety and replacing it with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal Exhibit K attached to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthis Agreement.

Right to Assign. Each Subject to the last sentence of this Section 14.2(b), each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) and its rights and obligations with respect to Loans and Letters of CreditAdvances) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate, Lender Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent if Borrower has not responded in writing within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”any request for such consent); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or Advances and Subsequent Advance Commitments (and/or the Term Loanright to issue Subsequent Advance Commitments hereunder), (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Advances and Subsequent Advance Commitments and Letter of Credit Obligations (and/or the right to issue Subsequent Advance Commitments hereunder) subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate, Lender Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates Affiliates, Lender Affiliate and Approved Funds) entire interest in such facility the Credit Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.13(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In It being understood that notwithstanding anything else to the contrary provided herein (but subject to the last paragraph of this clause (b)), the Initial Lender and the First Amended and Restated Effective Date Lenders are permitted to sell, transfer, negotiate or assign all or a portion of their rights and obligations hereunder (including all or a portion of Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) and their rights and obligations with respect to Advances) in any amount, at any time, and to any Person at the sole discretion of Initial Lender and the First Amended and Restated Effective Date Lenders, without the consent of Agent (other than to the extent that indemnification obligations owed by an assigning Lender to Agent were accrued prior to the date of such assignment and Agent has made demand upon such Lender in writing for indemnity prior to such assignment, in each case, in accordance with the provisions hereof, in which case, such assignment shall be subject to the consent of the Agent, which shall not be unreasonably delayed or withheld provided that Agent shall have no event shall such consent right in regards to any Lender Sell assignment or prospective assignment that Agent was aware of on the date hereof), any Loan or Commitment to other Lender, the Borrower or any Subsidiary thereof other Loan Party. Notwithstanding anything else to the contrary provided herein, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender (including, without limitation, the First Amended and any such purported Sale Restated Effective Date Lenders) shall be null permitted to assign any Advances or Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) to any Disqualified Person, Non-Funding Lender or an Impacted Lender. The Agent and voideach assignor of Subsequent Advance Commitments (and/or the right to issue Subsequent Advance Commitments hereunder) or an Advance hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, Non-Funding Lender or an Impacted Lender, provided, that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. Neither the Agent nor the Lenders shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to Disqualified Persons, Non-Funding Lenders or Impacted Lenders.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Obligations, Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (v) a Sale to a Second Lien Term Loan Lender or holder of any Subordinated Indebtedness or other Indebtedness junior to the obligations shall not be permitted except (1) as provided in the Intercreditor Agreement in respect of the Second Lien Term Loans, (2) with the consent of Agent (which consent shall not unreasonably withheld or delayed), Sales effected on or prior to October 20th, 2011 to Second Lien Term Loan Lenders party to the Second Lien Term Loan Credit Agreement on the Closing Date or any Affiliate or Approved Fund of any such Second Lien Term Loan Lender or (3) with the consent of Agent, in its sole discretion, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything contained in this Agreement (including Section 9.1) or in any other Loan Document to the contrary, (i) upon any Sale of a Loan to a Credit Party, such Loan shall be retired and (ii) no event shall Affiliate of a Credit Party shall, as a result of a Sale or otherwise, (A) have any Lender Sell any Loan or Commitment to Borrower voting rights under this Agreement or any Subsidiary thereof and other Loan Document or (B) hold more than twenty percent (20%) of (1) the aggregate unpaid principal balance of the Term Loans outstanding at any such purported Sale shall be null and voidtime, (2) the Aggregate Revolving Loan Commitments in effect at any time (or if the Aggregate Revolving Loan Commitments have terminated, the aggregate unpaid principal balance of Revolving Loans outstanding at any time) or (3) the aggregate unpaid principal balance of all Loans outstanding at any time.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Agents and each L/C Issuer that is a Lender and, as long as no Specified Event of Default is continuing, the Borrowers (which such consent acceptances of L/C Issuer and the Borrower Borrowers shall be deemed to have been given unless an objection is delivered to the Administrative US Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrowers); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender (and its Affiliates and Approved Funds) with respect to the US Revolving Loans or and Canadian Revolving Loans (and the Term LoanCommitments with respect thereto), (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 with respect to each of the US Revolving Loan Commitment and the Canadian Revolving Loan Commitment, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s Borrowers’ consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver AgentAgents, (yx) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s Agents’ prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v) and (z) the Borrowers’ consent shall be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to an assignment to (I) any Person identified on the List of Identified Financial Institutions prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list is in effect on the Closing Date without any revision or update thereto not consented to in writing by US Agent in its sole discretion), which List of Identified Financial Institutions shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request and (II) a Person (A) who is set forth on the List of Competitors (which List of Competitors shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request) prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list may be updated not more than two (2) times during any twelve (12) consecutive month period; provided any new Person added to such list shall be reasonably determined by US Agent and Borrowers to be in direct competition with the business of the Borrowers as conducted on the date hereof) (each Person included on such List of Competitors, a “Competitor”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of a Competitor (such Person, a “Competitor Owner”), (C) a Person who is controlled by a Competitor Owner (for the purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (D) a direct or indirect Subsidiary of a Competitor; provided, further, that the List of Identified Financial Institutions shall not be permitted to be updated more than one (1) time during any twelve (12) consecutive month period or, in any event, without the consent of US Agent. The Administrative Neither any Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clauses (I) or (II), nor shall any Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clauses (I) or (II), it being agreed to and understood that the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clauses (I) or (II) and such assignee Lender shall be solely liable for any breach of such representation and warranty. An Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender)i) of the definition of the term “Eligible Assignee” with the consent of, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no unless an Event of Default is then continuing, a Disqualified Institution) with the prior written Borrower (such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment ) and upon the giving of notice to Administrative Agent; and (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event definition of Default is continuing, the prior written term “Eligible Assignee” with the consent of the Borrower, and, Administrative Agent and Borrower (such consents not to be (a) unreasonably withheld or delayed or (b) in the case of Borrower, required at any Sale time an Event of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Default shall have occurred and each L/C Issuer then be continuing); provided that is a Lender (which such consent of L/C Issuer and the A) (1) Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received notice of a proposed Sale is delivered thereof and (2) during the 60-day period following the Closing Date, Borrower shall be deemed to have consented to an assignment to any Lender if such Lender was previously identified and approved in the Borrower) (each initial allocations of the Persons described in clauses (i), (ii) Loans provided by the Arrangers to Borrower and (iiiB) being called herein each such assignment pursuant to this Section 10.6(c)(ii) shall be in an “Eligible Assignee”); provided, however, that aggregate amount of not less than (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan$1,000,000, (x) for each Loan, the aggregate outstanding principal such lesser amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments agreed to by Borrower and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date aggregate principal amount of any such Sale may not be assigned, and the Loans of the assigning Lender then outstanding or (z) such Sales the amount assigned by Lenders who are Non-Funding Lenders due an assigning Lender to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate or Related Fund of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a each, an “SaleAssignment”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Eligible Assignee, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, Agent and as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale Assignment is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and or (iii) being called herein an “Eligible Assignee”)with respect to the Term Loans, to any Person other than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date Closing Date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale Assignment shall be in a minimum amount of $1,000,0002,000,000, unless such Sale Assignment is made to an existing Lender or an Affiliate or Approved Fund Eligible Assignee of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsEligible Assignees) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Administrative Agent, (x) such Assignment shall be effective only upon the acknowledgement in writing of such sale by Administrative Agent and(such acknowledgment not to be unreasonably withheld, in the case of any Sale of a Revolving Loanconditioned, Letter of Credit or Revolving Loan Commitment, the Revolver Agentdelayed), (y) interest accrued, accrued prior to and through the date of any such Sale Assignment may not be assigned, and (z) such Sales Assignment by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleAssignment, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Defaulting Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do pro rata assignments shall not have to be ratable between the Revolving required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, criteria of clause (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmenti) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is definition of the assignor’s (together with its Affiliates term of "Eligible Assignee" upon the giving of notice to Borrower and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior Commitments to and through the date of any such Sale may Person (except in the case of assignments made by or to Xxxxxx Xxxxxxx), consented to by each of the Issuing Bank and the Swing Line Lender (such consent not to be assigned, and unreasonably withheld or delayed); and (zii) such Sales by Lenders who are Non-Funding Lenders due to any Person meeting the criteria of clause (aii) of the definition of Non-Funding the term of "Eligible Assignee" consented to by each of Borrower, Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, the Issuing Bank and the Swing Line Lender (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided, further that each such assignment pursuant to this Section 11.06(c)(ii) shall be subject in an aggregate amount of not less than (I) $5,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (II) $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent’s prior written consent in all instances, unless in connection Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with such sale, such Non-Funding Lender cures, or causes respect to the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder assignment of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidTerm Loans.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender that is not a non-resident of Canada or which is otherwise deemed not to be a non-resident of Canada for purposes of the ITA (other than a Non-Funding Lender or Impacted Lenderprovided, that such residency qualification shall not apply if an Event of Default is continuing) or (iii) any other Person (other than acceptable to the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent Administrative Agent (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptance shall not be deemed unreasonably withheld or delayed but which may be withheld pursuant to have been given unless an objection is delivered to the Administrative Agent within ten clause (10y) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”below); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Revolving Credit Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Borrower’s consent shall be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing but subject to the Administrative Agent’s prior written consent in all instances, unless in connection following) with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal respect to accept a Sale an assignment to a Credit Party, Person whose principal business is the distribution of roofing products (a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, “Competitor”) or to a Person that would be owns a Non-Funding or Impacted Lender, or majority of the imposition equity securities of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voida Competitor.