Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment 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)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company 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 (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment 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 Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in and the case of any assignment of Revolving Commitments, the consent of Issuing Bank Borrower (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (1) each such assignment pursuant to this Section 10.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $1,000,000 U.S.$10,000,000, (or II) such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any related Commitments and Revolving Loans of the assigning Lender; (2) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Administrative Agent or such lesser amount the Borrower shall be required for any assignment by a Lender (x) as may be agreed pursuant to by Company and Administrative Agenta consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class to any affiliate of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the extent that such assignment would not give rise to the imposition of Term Loansincreased costs or other amounts by such assignee under Section 2.14 or 2.15; and (3) no consent of the Borrower shall be required if an Event of Default has occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, assignment or transfer, including all or a portion of its Commitment or Commitment, Loans owing to it it, interests and/or obligations in respect of Letters of Credit or other Obligations (provided, however, provided that pro rata assignment shall not be required and each such 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): (iCommitment) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheldwithheld or delayed) of: (i) the Borrower, delayedprovided that (x) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee and (y) the Borrower shall be deemed to have consented to any such sale, assignment or conditioned)transfer unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; (ii) the Administrative Agent, unless a Loan is being assigned to any existing Lender, an Affiliate thereof or an Approved Fund; and (iii) each Fronted LC Issuing Bank; provided, further, that each such partial assignment pursuant to this Section 10.6(c)(ii) 8.1A shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments Commitment, Loans and Revolving Loans interests in Letters of Credit 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 (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitment, Synthetic Deposits or Loans Credit Extensions owing to it or other Obligations (provided, however, that pro rata assignment 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):Obligations: (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term of "Eligible Assignee with Assignee" upon giving of notice to the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitmentsassignments under the Working Capital Facility (except such assignments made by or to MSSF), consented to by the consent of Issuing Bank (Administrative Agent, such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided further each such assignment pursuant to this Section 10.6(c)(ii9.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Credit Extensions, Synthetic Deposits and Commitments and Revolving Loans under the Term Loan Facility, Synthetic LC Facility or the Working Capital Facility of the assigning Lender) ). Such assignee Lender shall not be entitled to receive any greater payment under Section 2.1.15 or 2.1.16 or otherwise with respect to any Breakage Costs than the assigning Lender would have been entitled to receive with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Commitments, Synthetic Deposits or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term LoansCredit Extensions so assigned.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of any of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignment 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)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with Assignee” upon the consent giving of notice to Borrower and Administrative Agent and, solely and (except in the case of any assignment assignments made by or to Xxxxxxx Xxxxx) consented to by each of Revolving Commitments, the consent of Issuing Bank Borrower and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Borrower, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further, that (A) Borrower shall be deemed to have consented to any such assignment of unless it shall object thereto by written notice to Administrative Agent within 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 not less than (Aw) $1,000,000 1,000,000, (or x) such lesser amount as may be agreed to by Company 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 (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender with respect to the Class being assigned or (z) as is the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, uniform and not varying, 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)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” Assignee upon the giving of notice to the Administrative Borrower and the Administrative Agent; and (ii) notwithstanding clause (i) above: (A) in the six month period starting on the Closing Date, each Initial Lender shall not be permitted to assign to any Person otherwise constituting that is not an Eligible Assignee with Initial Lender Commitments and Loans in an aggregate principal amount greater than 49.9% of (i) the consent of Administrative Agent andInitial Term Loan Commitments and Delayed Draw Term Loan Commitments as set forth against such Initial Lender’s name on Appendix A-1 and A2 respectively, solely in plus (ii) the case principal amount of any assignment Initial Term Loans and Delayed Draw Term Loans advanced by such Initial Lender, plus (iii) the aggregate principal amount of Revolving Commitments, the consent of Issuing Bank (all Commitments and Loans acquired by such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment Initial Lender from another Initial Lender pursuant to this Section 10.6(c)(iiClause 10.6, less (iv) shall be in an the aggregate principal amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving all Commitments and Revolving Loans of the assigning Lender) with respect transferred by such Initial Lender to the assignment of the Revolving Commitments and Revolving Loans and another Initial Lender pursuant to this Clause 10.6; and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute after the aggregate amount expiry of the Term Loans six month period starting on the Closing Date, the Initial Lenders shall be entitled to assign any or Term Loan Commitments of a particular Class all of the assigning Lender or (z) as is assigned by an assigning Lender original Commitments and Loans hereunder to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loansany Eligible Assignee.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such 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)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent of Administrative Agent Assignee” and, solely in the case of assignments of Loans or Commitments to any assignment such Person (except in the case of Revolving Commitmentsassignments made by or to X. Xxxx), the consent consented to by each of Issuing Bank Company and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Company, or conditionedrequired 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) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Commitments and Loans of the assigning Lender) with respect to the assignment of the Commitments and Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company 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 (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan Loans and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon (subject to Section 10.6(d)) the giving of notice to Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Company and Administrative Agent, consented to by each of Company and Administrative Agent and(such consent not to be (x) unreasonably withheld or delayed or, solely (y) in the case of Company, required at any assignment time an Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to Default shall have occurred and then be unreasonably withheld, delayed, or conditionedcontinuing); providedprovided further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans Loan 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 (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such 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 Term Loan Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent of Assignee” and consented to by Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheldwithheld or delayed), delayedwith notice to the Company, except in the case of assignments by or conditioned)to the Arranger; provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Term Loan Commitments and Revolving Term 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 (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Subject to the next sentence, each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer (a “Sale”) all or a portion of its rights and obligations under this Agreementhereunder (including its rights and obligations with respect to the Term Loan and/or any portion thereof) to (i) any existing Lender (other than an Impacted Lender), including all (ii) any Affiliate or a portion Approved Fund of its Commitment any existing Lender (other than an Impacted Lender) or Loans owing to it (iii) any other Person with the prior written consent (which consent shall, in each case, not be unreasonably withheld or other Obligations (delayed) of the Agent; provided, however, that pro rata assignment the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the 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 the Term Loan hereunder or is made with the prior written consent of the Agent. The Agent’s refusal to accept a Sale to a Loan Party, or to a Person that would be an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, 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)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not deemed to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect unreasonable. Notwithstanding anything else to the assignment contrary provided herein, as long as no Event of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative AgentDefault under Sections 9.1, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.9.4 or

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Revolving Commitments or Revolving Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Revolving Loan and any related Commitments): Revolving Commitment): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aA) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person otherwise constituting an meeting the criteria of clause (B) of the definition of the term of “Eligible Assignee with Assignee” and consented to by each of the consent of Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, solely (y) in the case of the Borrower, required at any assignment time an Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to Default shall have occurred and then be unreasonably withheld, delayed, or conditionedcontinuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) 9.1A shall be in an aggregate amount of not less than (A) $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by Company 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 (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment 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)(a) or clause (ii)(aa) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Administrative AgentAgent but with no consent required of any of them; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Borrowers and Administrative Agent and, solely in the case of assignments of Loans or Revolving Commitments to any assignment of Revolving Commitmentssuch Person, the consent of Issuing Bank consented to by each Borrower and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Borrowers, required at any time an Event of Default with respect to any Borrower under Sections 8.1(a), 8.1(f) or conditioned8.1(g) shall have occurred and then be continuing); provided, further, that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company Borrowers 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 (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment participations in Letters of Credit or Loans Commitments owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such 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)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon with the giving consent of Administrative Agent and Issuing Bank (each such consent not to be unreasonably withheld or delayed) and notice to Administrative Agentthe Account Party; andor (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee Assignee” with the consent of Administrative Agent and, solely consents (except in the case of any assignment assignments made by or to BNP Paribas), of Revolving Commitmentseach of the Account Party, the consent of Administrative Agent and Issuing Bank (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of the Account Party, delayed, or conditionedrequired 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) $1,000,000 (or such lesser amount as may be agreed to by Company the Account Party 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 (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term LoansCommitments.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans Advances owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and required, but each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan Advance and any related CommitmentsCommitment): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon (and the giving of Lender shall give prompt notice thereafter to Administrative Borrower and the Facility Agent); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” and consented to by each of Borrower and the Facility Agent (such consent of Administrative Agent andnot to be (x) unreasonably withheld or delayed or, solely (y) in the case of Borrower, required at any assignment time an Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to Default shall have occurred and then be unreasonably withheld, delayed, or conditionedcontinuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii9.02(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative the Facility Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans Advances 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 (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term LoansAdvances.