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 or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunder.

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 owing to it to:(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 Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “Eligible Assignee”” upon giving of notice to Borrower and Administrative Agent and, in the case of assignments of Loans, to any such Person (xexcept in the case of assignments made to MSSF, or, until the primary syndication of the Loans is completed, by MSSF) upon receipt consented to by each of prior written consent Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld, conditioned withheld 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 delayed or (2) in all other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of Borrower, required at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided, further, that (A) Borrower shall be deemed to have consented to any such assignment or transfer of Loans unless it shall object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (other than B) each such assignment pursuant to any Eligible Assignee meeting the requirements this Section 10.6(c)(ii) shall be in an aggregate amount of clause not less (i) abovex), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 1,000,000, (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirementsy) or, in each case, such lesser amount as shall may be agreed to by the Borrower and Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; and (B) each partial with respect to the assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the Loans, or (z) the amount assigned by an assigning Lender hereunderto an Affiliate or Related Fund of such Lender.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 the Administrative Agent; 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 Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof, the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in clause (a), (f), (g) or (h) of Section 8.01 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) $2,500,000 (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 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 A Term Loan, Tranche B 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 hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under, and in respect of, any applicable Loan and any related Commitments), to any Eligible Assignee; provided that (i) unless the assignee is a Lender, the consent of the Administrative Agent and the L/C Issuer shall be required and (ii) unless either (x) the assignee is a Lender or an Affiliate of a Lender or a Related Fund or (y) an Event of Default exists, the consent of Borrower shall be required (each such consent not to be unreasonably withheld, conditioned or delayed; it being understood that Borrower will be deemed to have 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 aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans or the total Commitment, respectively, of the assigning Lender); provided, that the Related Funds of any individual Lender hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or enforcing the requirement that only Eligible Assignees shall be Lenders.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, 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 Company and Administrative Agent and, in the case of assignments of Revolving Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to BNP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default under Section 8.1(a) or (f) 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 Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche C Term Loan or New Term Loans of a Series of the assigning 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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $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 Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans; provided further, that (1) simultaneous assignments by or to two or more related funds will be treated as one assignment for purposes of determining whether the minimum assignment requirement is met and (2) no consent of Company or Administrative Agent shall be required in connection with any assignments to or from GSCP during primary syndication.

Right to Assign. Each Lender shall have the right (after receiving the Borrower's prior written consent as to the identity of the assignee, which consent shall not be unreasonably withheld or delayed or required if an Event of Default has occurred and is continuing) 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 Loan Commitment, Participation Interest, Participation Interest or Revolving Loans or other Obligations owing to it to: or other Revolving Loan Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Revolving Loan, Participation Interests and any related Revolving Loan Commitments): (i) to any Person meeting the criteria of clause (a) of the definition of the term of "Eligible Assignee" upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (b) of the definition of the term of "Eligible Assignee"; provided, further each such assignment pursuant to this Section 12.6(c) shall be in an aggregate amount of not less than $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 Revolving Loan Commitments, Participation Interests and Revolving Loans outstanding to the assigning Lender hereunderLender), and written notice of each such assignment shall be provided to the Borrower and the Administrative Agent by the delivery of an Assignment Agreement executed by the parties to such assignment. Notwithstanding anything to the contrary herein, the LC Bank shall have the unfettered right to approve any assignment of any of Participation Interests.

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 or other Obligations owing to it or other Obligations, to: (i) any Eligible Assignee Person meeting the criteria of the type referred to in clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent Borrower and the giving of notice to the Borrower RepresentativeAdministrative Agent; orand (ii) any Eligible Assignee Person meeting the criteria of the type referred to in clause (b) of the definition of the term of “Eligible Assignee”” upon giving of notice to the Borrower and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (xexcept in the case of assignments made by or to GSLP or its Affiliates), consented to by each of the Borrower (who 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) upon receipt of prior written consent Business Days after having received notice thereof), the Administrative Agent and the Issuing Bank (such consent not to be (x) in each case, unreasonably withheld, conditioned withheld 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 delayed or (2) in all other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of the Borrower, 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) $2,500,000 (or transfer (other than such lesser amount as may be agreed to any Eligible Assignee meeting by Borrower and Administrative Agent or as shall constitute the requirements of clause (i) above), the aggregate amount of the Commitment or Revolving Commitments and Revolving Loans of the assigning Lender subject thereto shall not be less than $250,000 (Lender) with concurrent assignments respect to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes the assignment of the foregoing minimum assignment amount requirementsRevolving Commitments and Revolving Loans and (B) or, in each case, $1,000,000 (or such lesser amount as shall may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments Term Loan or the Incremental Term Loans of a Series of the assigning Lender; and (B) each with respect to the assignment of Term Loans. 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 the Loans owing to it or of its Commitment, as the case may be, of any other Class.

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 or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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) 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 and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (such consents 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 each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 (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 (B) $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount held by the assigning Lender hereunderof the Tranche A Term Loans, Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B Term Loans (where applicable), Tranche X Term Loans or New Term Loans of a Series) with respect to the assignment of Term Loans other than Tranche A Term Loans; provided that Related Funds shall be aggregated for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. (i) Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Commitments and its rights and obligations with respect to Loans or other Obligations owing and Letters of Credit) to it to: (i) any Eligible Assignee existing Lender, (ii) any Affiliate or Approved Fund of the type referred to in clause any existing Lender, (aiii) any Person that is simultaneously purchasing all or substantially all of the definition of the term “Eligible Assignee” upon the giving of notice such Lender’s loan portfolio, or (iv) any other Person reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and the giving L/C Issuer and, as long as no Event of Default is continuing, the Borrower; provided, 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 must be ratable among the obligations owing to and owed by such Lender, (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple of $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 shall be subject to the Borrower Representative; orAdministrative Agent’s prior written consent in all instances. (ii) Notwithstanding the foregoing, Assignments to any Eligible Assignee 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 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 other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderAssignment thereof.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 Borrowers and Administrative Agent; 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 Borrowers and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrowers and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, (y) in the case of Borrowers, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndication); provided, further each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New Term Loans of the assigning 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 Term Loan Commitment or Term Loans owing to it or other Obligations owing to it toany Eligible Assignee upon the giving of notice to the Borrower and the Administrative Agent; provided that: (i) in the case of any such assignment or transfer (other than to any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; 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 Term Loan Commitment or Term Loans of the assigning Lender subject thereto shall not be less than $250,000 1,000,000 (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, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or Term Loans of the applicable Class of the assigning Lender; and (Bii) 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 Term Loan Commitment or of the Term Loans owing to it of any Class without assigning or transferring any portion of its Term Loan Commitment or of the Term Loans owing to it, as the case may be, of any other Class.

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 Term Loan owing to it or other Obligations owing to it to:(provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of the Term Loan and any related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice to the Borrower RepresentativeBorrower; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (b) or clause (c) of the definition of the term “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 (xor such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) upon receipt with respect to the assignment of prior written the Term Loan; provided, further, that the consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and (y)(1shall be required for any assignment pursuant to this Section 10.6(c)(ii) if no unless an Event of Default exists shall have occurred and be continuing at 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case time of any such assignment or transfer (other than assignment; provided, further, that Borrower shall be deemed to have consented to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject such assignment unless it shall object thereto shall not be less than $250,000 (with concurrent assignments by written notice 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 Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; and within ten (B10) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunderBusiness Days after having received notice thereof.

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 or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required, and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Eligible Assignee meeting the criteria of clause (i) of the definition thereof upon the giving of notice to the Borrower and the Administrative Agent; or (ii) to any Eligible Assignee meeting the criteria of clause (ii) of the definition thereof (except in the case of assignments made to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or in connection with the primary syndication of the credit facilities provided hereunder), consented to by each of the Borrower and the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided, further, that (A) the Borrower shall be deemed to have consented to any such assignment of Loans or Commitments unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after receiving notice thereof and (B) each such assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than (1) $2,500,000 with respect to the assignment of the Revolving Commitments, the Revolving Loans, the Tranche A Term Loans and New Term Loans constituting Non-Institutional Incremental Facilities and (2) $1,000,000 with respect to the assignment of the Tranche B Term Loans and New Term Loans constituting Institutional Incremental Facilities (or, if less, (x) the amount agreed to by the Borrower and the Administrative Agent or (y) the aggregate amount of the Loans of the assigning Lender hereunderwith respect to the Class being 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 its Commitment or Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan): (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 Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, 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 hereunderor a Related Fund of the assignor or (y) if an Event of Default shall have 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 Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon such Person being consented to by each of the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) days after having received notice thereof), the Administrative Agent and the Issuing Bank (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, further that each such assignment pursuant to this Section 9.05(c)(ii) shall be in an aggregate amount of not less than (A) $2,000,000 (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 Commitments and Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and 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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $2,500,000 (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 hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Subject to the Intercreditor Agreement, each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Loans or other Obligations owing rights and obligations with respect to it to: Loans) to (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice to the Borrower Representative; or existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to in writing by the Agent (which consent shall not be unreasonably withheld or delayed) and the Borrower (which consent shall not be unreasonably withheld or delayed, and the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by notice to the Agent within five (5) Business Days after having received notice thereof) unless a Default has occurred and is continuing, in which case, no such consent is required; provided, however, that (x) such Sales must be ratable among the obligations owing to and owed by such Lender and (y) the aggregate outstanding principal amount (determined as of the type referred to in clause (beffective date of the applicable Assignment) of the definition Loans subject to any such Sale shall be an integral multiple of $100,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the term “Eligible Assignee”, assignor's (xtogether with its Affiliates' and Approved Funds') upon receipt of entire interest in the Loans or is made with the 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 other cases, upon and the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderAgent.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 the Company and Administrative Agent; 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 Company and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Company, 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) $2,500,000 (or such lesser amount as may be agreed to by the Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the First Lien Term Loan or New First Lien Term Loans of a Series of the assigning 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, Note or Notes held by it, or other Obligations owing to it to:Obligation (provided, however, that each such assignment shall be of a uniform, and not --------- ------- varying, percentage of all rights and obligations under and in respect of any Loan and its related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “of "Eligible Assignee” " upon the giving of notice to the Company and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “of "Eligible Assignee”" and, in the case of assignments of Loans or Commitments to any such Person (x) upon receipt except in the case of prior written consent assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be unreasonably withheldwithheld or delayed or, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment or transfer (other than pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section -------- 10.6(c)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $250,000 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, in each case, such lesser amount as shall may be agreed to by the Company and Administrative Agent or as shall constitute the aggregate amount of the Commitments or Revolving Commitments, Revolving Loans of the assigning Lender; and ) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) each partial assignment $1,000,000 (or transfer such lesser amount as may be agreed to by Company and Administrative Agent or as shall be constitute the aggregate amount of a uniformDelayed Draw Term Loan Commitments, and not varyingDelayed Draw Term Loans, percentage of all rights and obligations New Term Loans and/or New Term Loan Commitments of the assigning Lender hereunderwith respect to the assignments thereof) with respect to the assignment of Delayed Draw Term Loan Commitments, Delayed Draw Term Loans, New Term Loans, and/or New Term Loan Commitments; provided further that after giving effect to such -------- ------- assignment, the assigning Lender shall have Commitments and Loans aggregating at least $1,000,000 (unless such assigning Lender is assigning all of its Commitments and Loans), in each case unless otherwise agreed to by Company and the Administrative Agent).

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or rights and obligations with respect to Loans or other Obligations owing and Letters of Credit) to it to: (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any Eligible Assignee of the type referred consented to in clause writing by the Administrative Agent and the Issuing Bank (awhich consent shall not be unreasonably withheld or delayed) of and the definition of Borrower (which consent shall not be unreasonably withheld or delayed, and the term “Eligible Assignee” upon the giving of Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by notice to the Administrative Agent within five Business Days after having received notice thereof) unless a Default has occurred and is continuing, in which case, no such consent is required; provided, however, that (x) such Sales must be ratable among the giving of notice obligations owing to and owed by such Lender and (y) the Borrower Representative; or aggregate outstanding principal amount (ii) any Eligible Assignee determined as of the type referred to in clause (beffective date of the applicable Assignment) of the definition Revolving Loans and Letters of Credit subject to any such Sale shall be 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 term “Eligible Assignee”, assignor’s (xtogether with its Affiliates’ and Approved Funds’) upon receipt of entire interest in the Revolving Loans or is made with the 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 other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be agreed to by and 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderAgent.

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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time (1) an Event of Default shall have occurred and then be continuing or (2) during syndication of the Loans and Commitments, at which times the Company shall be notified and consulted with respect to and prior to any such assignment); provided, further each such assignment pursuant to this Section 10.6(c) 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 Revolving Commitments and Revolving Loans of the assigning Lender hereunder.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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan B of the assigning Lender) with respect to the assignment of Term Loan B.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower Representative and Administrative Agent but with no consent required of any of them; and (ii) to any Person meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower Representative and Administrative Agent and, in the case of assignments of Loans or Revolving Commitments to any such Person, consented to by Borrower Representative and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower Representative, required at any time an Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall have occurred and then be continuing); provided, further, that (A) Borrower Representative shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to Administrative Agent within ten 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 $5,000,000 (or such lesser amount as may be agreed to by Borrower Representative and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender).

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and the giving of notice to the Borrowers and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided, that the Borrower Representative shall be deemed to have consented to assignments (A) made during the initial syndication of the Revolving Commitments to Lenders and the Administrative Agent and (B) after five (5) Business Days following notice thereof if such consent has not been giving within such time) (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time a Default or Event of Default has occurred and is continuing); provided, further, that no assignment pursuant to this Section 10.06(c)(ii) shall be made to a Disqualified Company and each assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or €1,000,000 with respect to Loans denominated in Euro) (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) $1,000,000 (or €1,000,000 with respect to Loans denominated in Euro) (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 Term Loans 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 hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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, Note or Notes held by it, or other Obligations owing to it to: Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $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 Revolving Commitments and/or Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and/or Revolving 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 Tranche E Term Loans of the assigning Lender) with respect to the assignment of the Tranche E 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 Agreement on a pro-rata basis only with respect to all or a portion of its Commitment or Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 (which consent shall not be unreasonably withheld or delayed); provided, 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 (or such lesser amount as may be agreed to by the Applicable Borrower (if no Event of Default has occurred and is continuing) and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Applicable Borrower (if no Event of Default has occurred and is continuing) and Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loans or Tranche A-1 Term Loans of the assigning 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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 the Administrative Agent; 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 Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in clause (a), (f), (g) or (h) of Section 8.01 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) $2,500,000 (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 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 A Term Loan, Tranche B 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 hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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, Note or Notes held by it, or other Obligations owing to it to:Obligation (provided, however, that each such assignment shall be of a uniform, and not -------- ------- varying, percentage of all rights and obligations under and in respect of any Loan and its related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “of "Eligible Assignee” " upon the giving of notice to the Company and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “of "Eligible Assignee”" and, in the case of assignments of Loans or Commitments to any such Person (x) upon receipt except in the case of prior written consent assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be unreasonably withheldwithheld or delayed or, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment or transfer (other than -------- pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.6(c)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $250,000 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, in each case, such lesser amount as shall may be agreed to by the Company and Administrative Agent or as shall constitute the aggregate amount of the Commitments or Revolving Commitments, Revolving Loans of the assigning Lender; and ) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) each partial assignment $1,000,000 (or transfer such lesser amount as may be agreed to by Company and Administrative Agent or as shall be constitute the aggregate amount of a uniformDelayed Draw Term Loan Commitments, and not varyingDelayed Draw Term Loans, percentage of all rights and obligations New Term Loans and/or New Term Loan Commitments of the assigning Lender hereunderwith respect to the assignments thereof) with respect to the assignment of Delayed Draw Term Loan Commitments, Delayed Draw Term Loans, New Term Loans, and/or New Term Loan Commitments; provided further that after giving effect to such assignment, the assigning -------- ------- Lender shall have Commitments and Loans aggregating at least $1,000,000 (unless such assigning Lender is assigning all of its Commitments and Loans), in each case unless otherwise agreed to by Company and the Administrative Agent).

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 owing to it to:(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 under and in respect of any applicable Loan and any related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon the giving consent of notice to the Administrative Agent (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and the giving of notice to the Borrowers and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative; or Representative (iiprovided, that the Borrower Representative shall be deemed to have consented to assignments (A) any Eligible Assignee made during the initial syndication of the type referred Revolving Commitments to in clause Lenders and the Administrative Agent and (bB) of the definition of the term “Eligible Assignee”, after five (x5) upon receipt of prior written Business Days following notice thereof if such consent has not been giving within such time) (each such consent not to be (x) unreasonably withheld, conditioned withheld 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 delayed or (2) in all other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of the Borrower Representative, required at any such time a Default or Event of Default has occurred and is continuing); provided, further, that no assignment or transfer (other than pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.06(c)(ii) above), the shall be made to a Disqualified Company and each assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $250,000 1,000,000 (or €1,000,000 with concurrent assignments respect to Eligible Assignees that are Affiliates Loans denominated in Euro) (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 may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments or and Revolving Loans of the assigning Lender; and ) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) each partial assignment $1,000,000 (or transfer €1,000,000 with respect to Loans denominated in Euro) (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall be constitute the aggregate amount of the Tranche B Term Loans or Incremental Term Loans of a uniform, and not varying, percentage of all rights and obligations Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender Purchaser 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 or other Obligations Investments owing to it to: or other Seller Obligations (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Investment 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 the Seller and the Administrative Agent; provided, however, that any such assignment of a Commitment (or any portion thereof) shall require the consent of the LC Bank (not to be unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of each of the Administrative Agent, the LC Bank and the Seller (in each case, not to be unreasonably withheld or delayed); provided, that (i) no consent of the Seller shall be required if an Event of Termination has occurred and is continuing and (ii) unless an Event of Termination shall exists, no assignment may be made to an Ineligible Institution; provided, each such assignment hereunder shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Seller and the Administrative Agent or as shall constitute the aggregate amount of the Commitments of the assigning Lender hereunderPurchaser) with respect to the assignment of the Commitments and Investments. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to an Ineligible Institution and (b) the Seller and the Purchasers acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Purchaser or potential Purchaser is an Ineligible Institution and that the Administrative Agent shall have no liability with respect to any assignment or participation made to an Ineligible Institution.

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, Note or Notes held by it, or other Obligations owing to it to: Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”PROVIDED, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldHOWEVER, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $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 Revolving Commitments and/or Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and/or Revolving 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 Tranche F Term Loans of the assigning Lender) with respect to the assignment of the Tranche F 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 Term Loan Commitment or Term Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments): (i) to any Person meeting the criteria of clause (i) of the assigning definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon such Person (except in the case of assignments made by or to BNPP or any of its Affiliates) being consented to by each of the Borrower (provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 3 Business Days after having received notice thereof) and the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, that further each such assignment pursuant to this Section 9.06(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 the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender hereundermay aggregate their Term Loans for purposes of determining compliance with such minimum assignment amounts.

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 owing to it to:(provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Term Loan Commitments): (i) to any Eligible Assignee Person (other than a Disqualified Institution) meeting the criteria of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the B▇▇▇▇▇▇▇ and Administrative Agent and the giving of notice to the Borrower Representative; orAgent; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible Assignee Assignee, so long as [***], with the consent of Administrative Agent and upon giving notice to the Borrower; (iii) to any Person otherwise constituting an Eligible Assignee, [***], with the consent of the type referred to in clause Borrower (b) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written consent (such consent which shall not to be unreasonably withheld, delayed or conditioned or delayed) and if Borrower shall not have responded in writing within [***] after receipt of written notice of the proposed assignment, Borrower shall be deemed to have approved such assignment) and Administrative Agent and Agent; and (y)(1iv) if no an Event of Default exists as occurred and the DLP VII Option Period has not yet expiredis continuing, upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any such assignment or transfer (other than to any other Person constituting an Eligible Assignee meeting Assignee, with the requirements consent of clause Administrative Agent; provided, that each assignment pursuant to Section 10.6(c)(ii) and (iiii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 [***] (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, in each case, such lesser amount as shall may be agreed to by the B▇▇▇▇▇▇▇ and 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderAgent).

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments) to any Eligible Assignee upon the receipt of consent of the Administrative Agent and the Letter of Credit Issuer (each such consent not to be unreasonably withheld or delayed); provided that: (i) each such assignment pursuant to this Section 12.06(c) shall be in an aggregate amount of not less than the lesser of (A) $5,000,000, (B) such lesser amount as agreed to by the Borrowers and Administrative Agent or (C) the aggregate amount of the Loans and any related Commitments of the assigning Lender; (ii) no consent of the Administrative Agent shall be required for any assignment by a Lender hereunderpursuant to a 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 to any Affiliate of the assigning Lender; (iii) the Borrower Representative has consented to such assignment (such consent not to be unreasonably withheld or delayed); provided, that, no consent of the Borrower Representative shall be required (A) with respect to a Person that qualifies as an Eligible Assignee pursuant to clauses (a) through (e) of the definition “Eligible Assignee” or (B) during the existence of an Event of Default of the type described in Section 8.01(a), (g) or (h) hereof (or any other Event of Default which has continued uncured for a period of thirty (30) days). (iv) prior to the occurrence and continuance of an Event of Default pursuant to Section 8.01(a), (g) or (h) that has not been cured within sixty (60) calendar days, no assignee shall be a Competitor without the prior written consent of the Borrower Representative; (v) no assignment shall be made by a Lender to any Loan Party or Affiliates of any Loan Party, or any investment manager thereof.

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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments; provided, further, for the avoidance of doubt, that nothing herein shall require a Lender to make pro rata assignments of both its Revolving Commitments and Term Loan Commitment which shall remain at all times independently assignable): (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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company (except during the existence of an Event of Default) and Administrative Agent (each such consent not to be unreasonably withheld or delayed); 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 Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan) with respect to the assignment of the Term Loan.

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 or other Obligations owing to it to: or other Borrower Obligations (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of each of the Administrative Agent and the Borrower (in each case, not to be unreasonably withheld or delayed); provided, that (i) no consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (ii) unless an Event of Default shall exists, no assignment may be made to an Ineligible Institution; provided, each such assignment hereunder shall be in an aggregate amount of not less than $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 Commitments of the assigning Lender) with respect to the assignment of the Commitments and Loans. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to an Ineligible Institution and (b) the Borrower and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender hereunderor potential Lender is an Ineligible Institution and that the Administrative Agent shall have no liability with respect to any assignment or participation made to an Ineligible Institution.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) and the giving of notice to the Borrowers and, in the case of assignments of Revolving Loans or Revolving Commitments ​ to any such Person, consented to by the Borrower Representative (provided, that the Borrower Representative shall be deemed to have consented to assignments (A) made during the initial syndication of the Revolving Commitments to Lenders and the Administrative Agent and (B) after five (5) Business Days following notice thereof if such consent has not been giving within such time) (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time a Default or Event of Default has occurred and is continuing); provided, further, that no assignment pursuant to this Section 10.06(c)(ii) shall be made to a Disqualified Company and each assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or €1,000,000 with respect to Loans denominated in Euro) (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) $1,000,000 (or €1,000,000 with respect to Loans denominated in Euro) (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 Term Loans 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 hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; 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 Company and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $2,500,000 (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 hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning 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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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”; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon such Person (except in the case of assignments made by or to any Joint Lead Arranger or any of its Affiliates in connection with the primary syndication or otherwise) being consented to by the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing and the consent of the Borrower shall be deemed to have been provided unless it shall object thereto by written notice to the Administrative 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 an aggregate amount of not less than $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, that the Related Funds of any individual Lender hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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 owing (provided, however, that pro rata assignments shall not be required and each assignment, other than pursuant to it to:Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “Eligible Assignee”” upon giving of notice to Borrower and Administrative Agent and, in the case of assignments of Term Loans, Revolving Loans or Revolving Commitments to any such Person (x) upon receipt except in the case of prior written consent assignments made by or to GSLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA), consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld, conditioned withheld 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 delayed or (2) in all other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) 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 or transfer (other than pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.6(c)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 2,500,000 (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, in each case, such lesser amount as shall may be agreed to by the Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments or and Revolving Loans of the assigning Lender; and ) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) each partial assignment $1,000,000 (or transfer such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall be constitute the aggregate amount of the Term Loan Commitments, or Term Loans of a uniform, and not varying, percentage of all rights and obligations Series of the assigning Lender hereunderLender) with respect to the assignment of Term Loan Commitments and 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 Revolving Commitment or Revolving Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Revolving Loan and any related Revolving 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 the Borrower and the Administrative Agent; 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 and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each of the Borrower and the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, that further each such assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than $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 hereunderLender).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer to any Eligible Assignee all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or and Loans or of any other Obligations owing to it to: Obligations; provided that (i) except in the case of assignments made by GE Capital and any Eligible Assignee of its Affiliates, the type referred Administrative Agent and each L/C Issuer must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving , or any assignment made at a time when an Event of notice to the Administrative Agent Default shall have occurred and the giving of notice to be continuing, the Borrower Representative; or must give its prior written consent to such assignment (iiwhich consent shall not be unreasonably withheld), (iii) any Eligible Assignee except in the case of an assignment to a Person meeting the type referred to in criteria of clause (ba) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned Assignee or delayed) an assignment 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) entire remaining amount of the Borrower Representative or (2) in all other cases, upon the giving of notice to the Borrower Representative; 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)assigning Lender’s Commitment, the amount of the Commitment or Loans of the assigning Lender subject thereto 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 $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes 5,000,000 unless each of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; and otherwise consent, (Biv) each partial assignment or transfer shall be made as an assignment of a uniform, and not varying, percentage proportionate part of all the assigning Lender’s rights and obligations of under this Agreement and (v) the assigning Lender hereunderassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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 LC Deposit or Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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) 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 and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (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 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 Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and Revolving Loans, (B) $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning Lender) with respect to the assignment of Term Loans and (C) $250,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Synthetic LC Commitment and Synthetic LC Deposits of the assigning Lender) with respect to the assignment of the Synthetic LC Commitment and Synthetic LC Deposits.

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 owing to it to:(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 under and in respect of any applicable Loan and any related Commitments): (i) to any Eligible Assignee Person other than Excluded Institutions meeting the criteria of the type referred to in clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent Borrower and the giving of notice to the Borrower RepresentativeAdministrative Agent; orand (ii) to any Eligible Assignee Person other than Excluded Institutions meeting the criteria of the type referred to in clause (bii) of the definition of the term of “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 other cases, upon the giving of notice to the Borrower Representativeand the Administrative Agent and, so long as no Event of Default has then occurred and is Continuing, with the prior written consent of the Borrower (not to be unreasonably withheld); provided that: (A) in the case of any that each such assignment or transfer (other than pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.06(b)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 1,000,000 (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, in each case, such lesser amount as shall may be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments Initial Term Loan or the or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Loans; and (B) each partial provided, further, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment or transfer amounts; it being understood and agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such Lender the identity of a uniformeach Excluded Institution. Notwithstanding anything in this Section 10.06 to the contrary, and if the Borrower has not varyinggiven the Administrative Agent written notice of its objection to such assignment within five (5) Business Days after written notice to the Borrower, percentage of all rights and obligations of the assigning Lender hereunderBorrower shall be deemed to have consented to such assignment.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Commitments and its rights and obligations with respect to Loans or other Obligations owing and Letters of Credit) to it to: (i) any Eligible Assignee existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed; provided that with respect to any such other Person that is the holder of any Bridge Obligations, Junior Subordinated Notes, Senior Subordinated Notes or preferred Stock of the type referred to Borrower, such acceptance shall be in clause (a) the sole and absolute discretion of the definition of the term “Eligible Assignee” upon the giving of notice Administrative Agent) to the Administrative 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”and, (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 as long as no Event of Default exists is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility and (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and 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 or is made with the prior consent of the Borrower and the DLP VII Option Period has not yet expiredAdministrative Agent. Notwithstanding the foregoing, upon receipt of any such Sales by Non-Funding Lenders shall be subject to the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderinstances.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer (each, an “Assignment”) all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Loans or other Obligations owing Commitments and its rights and obligations with respect to it to: Loans) to (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice to the Borrower Representative; or , (ii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to Administrative Agent and as long as no Event of Default is continuing, Borrower (which acceptances shall be deemed to have been given unless an objection is delivered to Administrative Agent within five (5) Business Days after notice of a proposed Assignment is delivered to Borrower), or (iii) 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) for each Loan, the aggregate outstanding principal amount (determined as of the Closing Date of the applicable Assignment) of the Loans, and Commitments subject to any such Assignment shall be in a minimum amount of $2,000,000, unless such Assignment is made to an existing Lender or an Eligible Assignee of the type referred to in clause (b) any existing Lender, is of the definition assignor’s (together with its Eligible Assignees) entire interest in such facility or is made with the prior consent of Borrower (to the term “Eligible Assignee”extent required) ​ ​ ​ and Administrative Agent, (x) such Assignment shall be effective only upon receipt the acknowledgement in writing of prior written consent such sale by Administrative Agent (such consent acknowledgment not to be unreasonably withheld, conditioned conditioned, or delayed) of the Administrative Agent ), and (y)(1y) if no Event of Default exists interest accrued prior to and through 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case date 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 Assignment may not be less than $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderassigned.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, 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 Company and Administrative Agent and, in the case of assignments of Revolving Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to BNP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default under Section 8.1(a) or (f) 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 Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Company 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.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments) to any Eligible Assignee upon the receipt of consent of the Administrative Agent (each such consent not to be unreasonably withheld or delayed); provided that: (1) each such assignment pursuant to this Section 11.6(c) shall be in an aggregate amount of not less than the lesser of (I) $2,500,000, (II) such lesser amount as agreed to by the Borrower and Administrative Agent or (III) the aggregate amount of the Loans and any related Commitments of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by G▇▇▇▇▇▇ S▇▇▇▇ (x) pursuant to a 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) (y) to any Affiliate of G▇▇▇▇▇▇ S▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is G▇▇▇▇▇▇ S▇▇▇▇ or an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ at a time when neither G▇▇▇▇▇▇ S▇▇▇▇ nor an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ is a Lender and neither G▇▇▇▇▇▇ S▇▇▇▇ nor an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender.

Right to Assign. Each (i) Subject to the conditions set forth in Section 11.06(b)(ii), 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 or other Obligations owing to it to: (i) or other Obligations, to any Person constituting an Eligible Assignee of with the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 withheld 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 other cases, upon the giving of notice to the Borrower Representative; provided thatof: (A) the Borrower, who may not act unreasonably in giving such consent; provided, that no consent of the Borrower shall be required for an assignment to any Person meeting the criteria of clause (a) of the definition of Eligible Assignee or, if an Event of Default under Section 8.01 (a), (b), (c), (f) or (g) has occurred and is continuing, any other Person; and (B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (1) Barclays Bank PLC or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or an Approved Fund of the assignor. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of any such an assignment to a Lender, an Affiliate of a Lender or transfer (other than to any Eligible Assignee meeting an Approved Fund or an assignment of the requirements of clause (i) above), the entire remaining amount of the Commitment assigning Lender’s Commitments or Loans of under the assigning Lender subject thereto shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of Facility, the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning LenderLender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than $1,000,000 or an integral multiple thereof, unless the Borrower and the Administrative Agent otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; and (BC) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each partial assignment or transfer Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of a uniformthe interest assigned by such Assignment and Assumption, and not varying, percentage of all have the rights and obligations of a Lender under this Agreement, and the assigning Lender hereunderthereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04 and 3.

Right to Assign. Each Senior 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, Note or Notes held by it, or other Obligations owing to it to: Senior Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”PROVIDED, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldHOWEVER, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and its 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Loans or Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be unreasonably withheld or delayed, or in respect of any proposed assignment of Tranche B Revolving Commitments prior to March 31, 2003, required, or in the case of Company, 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) $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 Tranche A Revolving Commitments, Tranche A Revolving Loans, Tranche B Revolving Commitments and/or Tranche B Revolving Loans of the assigning Lender) with respect to the assignment of the Tranche A Revolving Commitments, Tranche A Revolving Loans, Tranche B Revolving Commitments and/or Tranche B Revolving 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 Delayed Draw Term Loans of the assigning Lender hereunderwith respect to the assignments thereof) with respect to the assignment of Delayed Draw Term Loans; PROVIDED FURTHER that after giving effect to such assignment, the assigning Lender shall have Commitments and Loans aggregating at least $1,000,000 (unless such assigning Lender is assigning all of its Commitments and Loans), in each case unless otherwise agreed to by Company and the Administrative Agent).

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 owing to it to:(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 Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “Eligible Assignee”, ” upon the giving of notice to Borrower and Administrative Agent and (xexcept in the case of assignments made by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇) upon receipt consented to by each of prior written consent Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of Borrower, required 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 or transfer of unless it shall object thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof and (other B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (w) $1,000,000, (x) such lesser amount as agreed to any Eligible Assignee meeting by Borrower and Administrative Agent, (y) the requirements of clause (i) above), the aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 with respect to the Class being assigned or (with concurrent assignments z) the amount assigned by an assigning Lender to Eligible Assignees that are Affiliates an Affiliate or Related Funds thereof to be aggregated for purposes Fund of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunder.

Right to Assign. Each Lender Bank 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 or other Obligations owing to it to:or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Xerium and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “Eligible Assignee”” upon the giving of notice to Xerium and Administrative Agent (except in the case of assignments made by or to the Lead Arranger); subject, however, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) upon receipt except in the case of assignments made by or to the Lead Arranger), to prior written consent by Xerium, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheldwithheld or delayed or, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of Xerium, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment or transfer (other than pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.7(c)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than Base Currency Amount (A) $250,000 5,000,000 or its currency equivalent (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 may be agreed to by the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Revolving Commitments or and Revolving Loans of the assigning Lender; and Bank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) each partial assignment $1,000,000 or transfer its currency equivalent (or such lesser amount as may be agreed to by the Administrative Agent (and so long as no Event of Default shall have occurred and be of a uniformcontinuing) Xerium or as shall constitute the aggregate amount or the Xerium B Term Loan, and not varyingXTI B Term Loan, percentage of all rights and obligations Italia B Term Loan, Xerium Canada SW B Term Loan, Xerium Canada Wxx B Term Loan, Austria B Term Loan or German B Term Loan of the assigning Lender hereunderBank) with respect to the assignment of B Term Loans.

Right to Assign. Each Lender shall will 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 or other Obligations owing to it to:or other Obligation (provided that, pro rata assignments will not be required, but each such assignment will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitment): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving Borrower and, for any assignment of notice Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Borrower RepresentativeSwing Line Lenders and the Issuing Banks (such consent not to be unreasonably withheld or delayed); orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (b) of the definition of the term “Eligible Assignee”” and consented to by each of the Borrower and the Administrative Agent and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, the Swing Line Lenders and the Issuing Banks (x) upon receipt of prior written consent (each such consent not to be (x) unreasonably withheld, conditioned withheld or delayed) of the Administrative Agent delayed 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of the Borrower, required at any time an Event of Default will have occurred and then be continuing under Section 8.1(a), (f) or (g)); provided that (1) the Borrower’s refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, (2) the Borrower’s consent will be required with respect to any assignments to Disqualified Lenders and (3) the Borrower will be deemed to have consented to any such assignment or transfer (other than to any Eligible Assignee meeting an assignment to a Disqualified Lender) unless it will object thereto by written notice to the requirements of clause Administrative Agent within ten (i10) above)Business Days after having received written notice thereof; provided further, the that each such assignment pursuant to this Section 10.6(c)(ii) will be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $250,000 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, in each case, such lesser amount as shall may be agreed to by the Borrower and the Administrative Agent or as shall will constitute the aggregate amount of the Revolving Credit Commitments or and Revolving Loans of the assigning Lender; and ) with respect to the assignment of the Revolving Credit Commitments and Revolving Loans and (B) each partial $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as will constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans. Notwithstanding anything to the contrary contained in this Agreement, no Lender may sell, assign or transfer shall be all or any portion of a uniform, and not varying, percentage of all its rights and obligations under this Agreement to (i) a Person that is a Defaulting Lender, (ii) a Person that is a Disqualified Lender, (iii) a natural Person or (iv) the Borrower or any of the assigning Lender hereunderits Subsidiaries or Affiliates.

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 or other Obligations owing to it to:DMFIRM #406105327 v12 244 (i1) any Eligible Assignee the Borrower, provided that the consent of the type referred Borrower to in clause any assignment (ax) 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 definition of the term “Eligible Assignee” upon the giving of Borrower shall have objected thereto by written notice to the Administrative Agent and the giving of within 10 Business Days after having received 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”thereof, (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 other casesthe Administrative Agent, upon (3) the giving of notice to the Borrower RepresentativeSwing 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 $250,000 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, in each case, 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; and (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, each Issuing Bank, the Swing Line DMFIRM #406105327 v12 245

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with the consent of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing or (z) required for assignments by a Lender to an Affiliate or Related Fund of such Lender and in respect of such affiliated assignments only notice to the Borrower and Administrative Agent will be required); provided, that (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c) shall be in an aggregate amount of not less than $5,000,000 (or such lesser amount as (x) may be agreed to by Borrower and Administrative Agent, (y) shall constitute the aggregate amount of the Loan of the assigning Lender hereunderor (z) may be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of 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 Revolving Commitment or Loans or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Revolving Commitments): (i) to any Person meeting the criteria of clause (i) of the assigning definition of the term of “Eligible Assignee” (a “Related Lender hereunderAssignment”) upon the giving of notice to Borrower Representative and Administrative Agent and, for any assignment of a Revolving Commitment, the consent of Administrative Agent and Issuing Bank (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (ii) of the definition of the 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 JPMCB) consented to by each of Borrower Representative and Administrative Agent and, for any assignment of Revolving Commitment, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower Representative, not required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower Representative on or prior to the Restatement Effective Date or at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing, provided that Borrower Representative shall be deemed to have consented to any proposed assignment unless Borrower Representative shall object within five Business Days after having received notice of the proposed assignment).

Right to Assign. Each Subject to Section 10.07(j) below with respect to Sponsor Affiliated Lenders, any Lender shall have the right at any time to may sell, assign or transfer all or a portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Commitment or and the Loans or other Obligations (including for purposes of this Section 10.07(b), participations in L/C Obligations) at the time owing to it toit): (A) with respect to Term Loans, Term Loan Commitments, and/or Delayed Draw Term Loan Commitments: (iA) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (a) or (d) of the definition of the term “Eligible Assignee” upon the giving of notice to Holdings and the Administrative Agent and the giving of notice to the Borrower Representative; orAgent; (iiB) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (b) of the definition of “Eligible Assignee” and consented to by each of (x) Holdings and (y) the term 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 Person meeting the criteria of clause (a) of the definition of “Eligible Assignee”, but, in such case, with notice to Holdings and the Administrative Agent), with the consent of: (xA) upon receipt of prior written consent the Administrative Agent; (B) Holdings; and (C) each L/C Issuer (such consent not to be unreasonably withheld, conditioned withheld or delayed); provided, notwithstanding the foregoing clauses (i) and (ii), the consent of 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 extent the consent of Holdings is required, Holdings shall be deemed to have consented to such assignment (other than an assignment to a Disqualified Lender) unless they have objected by written notice to the Administrative Agent and within ten (y)(110) if no Event Business Days of Default exists and the DLP VII Option Period has not yet expired, upon receipt of prior having received written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderthereof.

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 or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lenderowing to it, Note or Notes held by it, or other Obligation; and (B) provided, however, that each partial such assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Revolving Loans and its related Commitment: (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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and (x) in the case of assignments of Commitments or Loans prior to the later of (A) thirty days after the Closing Date and (B) completion of the general syndication of the Commitments and Loans, consented to by the Company, such consent not to be unreasonably withheld, and (y) thereafter, in the case of assignments of Revolving Loans, Revolving Commitments or Tranche A Term Loans, to any such Person (except in the case of assignments made to GSCP, LCP or their respective Affiliates), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.5(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 all of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments, Revolving Loans and Tranche A Term Loans and (B) $2,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of all of the Tranche B Term Loan, or Tranche C Term Loan of the assigning Lender) with respect to the assignment of such 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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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) 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 and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (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 each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 (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 hereunderLender) 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 Borrower and Administrative Agent or as shall constitute the aggregate amount of the Credit-Linked Participation or Term Loan of the assigning Lender) with respect to the assignment of Credit-Linked Participation or 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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each Issuing Bank and the Swing Line Lender (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee”, upon consent by Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Borrower, required with respect to Term Loans or Term Loan Commitments during the initial syndication of Term Loans and Term Loan Commitments to persons identified to and agreed by the Borrower in writing prior to the Closing Date) and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each Issuing Bank, the Swing Line Lender and Administrative Agent (such consent not to be unreasonably withheld or delayed); provided, further that (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.06(c)(ii) shall be 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 hereunderLender) 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 of the assigning Lender) with respect to the assignment of Term Loans. Notwithstanding anything herein to the contrary, no such assignment shall be made to any Person that is not an Eligible Assignee; provided that no Agent shall have any liability or responsibility to monitor, police or control any assignments to Disqualified Lenders.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a) of the definition of the term of "Eligible Assignee" upon the giving of notice to Company, Collateral Agent and TCP Fund Representative; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Collateral Agent, TCP Fund Representative and Company (such consent of Company not to be unreasonably withheld, delayed or conditioned, and not to be required during the continuance of an Event of Default, and provided further that the consent of Company shall be deemed to have been provided if Company does not respond to a request for consent within five Business Days following receipt of written request therefor); 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 Company, Collateral Agent and TCP Fund Representative or as shall constitute the aggregate amount of the Term Loan A, Term Loan B, Term Loan A Commitments or Term Loan B Commitments of the assigning Lender hereunderLender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or rights and obligations with respect to the Revolving Loans, the Swing Loans or other Obligations owing to it to: and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender's Outstandings and Commitment, such assignment shall cover the same percentage of such Lender's Outstandings and Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than five million Dollars ($5,000,000) or an integral multiple of one million Dollars ($1,000,000) in excess thereof; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the type referred to in clause (a) prior consent of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice Borrower (which consent shall not be unreasonably withheld or delayed); provided, however, that prior to the Borrower RepresentativeSyndication Completion Date, SSBI may in its sole discretion determine to assign a lesser amount or assign to any Person; or (ii) and provided, further, that, notwithstanding any Eligible Assignee other provision of this Section 11.2, the consent of the type referred Borrower shall not be required for any assignment occurring either prior 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 Syndication Completion Date or delayed) of the Administrative Agent and (y)(1) if no when any Event of Default exists shall have occurred 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 other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereundercontinuing.

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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Revolving Loans, Revolving Commitments, Hedge L/C Loans or Hedge L/C Commitments to any such Person (except in the case of assignments made by or to GSCP) consented to by each of Company, each Issuing Bank and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $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 or Hedge L/C Loans or Hedge L/C Commitments of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and Revolving Loans or Hedge L/C Loans or Hedge L/C Commitments 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 Term Loan of the assigning Lender) with respect to the assignment of Term Loans; provided such minimum assignment amount for Term Loans shall be $500,000 until the date which is thirty (30) days following the Closing Date.

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 (including participations in L/C Obligations and in Swing Line Loans) or other Obligations Obligation owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments) to any Person meeting the criteria of “Eligible Assignee” (subject to paragraph (i) of this Section) consented to by each of the Persons specified below (each such consent not to be unreasonably withheld or delayed): (i) Company; provided that no consent of Company shall be required (x) in the case of any Lender, for an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund, (y) if an Event of Default pursuant to Section 8.1(a), (f) or (g) has occurred and is continuing or (z) in the case of any Revolving Lender, for an assignment of any Revolving Loan and any Revolving Commitment to a Revolving Lender; provided that, Company shall be deemed to have consented to such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof; (ii) Administrative Agent, except with respect to (x) an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund and (y) an assignment of any Revolving Loan and any Revolving Commitment to a Revolving Lender; (iii) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment, the Swing Line Lender; and (iv) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment which increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), the Issuing Banks; provided, further, each such assignment pursuant to this Section 10.6(c) 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 applicable Revolving Commitments and applicable Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the applicable Revolving Commitments and Revolving Loans and (B) $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 Term Loan of the assigning 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 Term Loan Commitment or Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”” upon (i) the giving of notice to the Administrative Agent and (ii) except in the case of assignments made by or to any Arranger during the primary syndication of the credit facilities provided herein on the Closing Date, (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned withheld 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 other cases, upon the giving of notice to the Borrower RepresentativeAgent; 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 Term Loan Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 1,000,000 (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, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or Loans of the applicable Class of the assigning Lender; and (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 Term Loan Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Term Loan Commitment or of the Loans owing to it, as the case may be, of any other Class.

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 or other Obligations owing to it to:or other Obligations; provided, however, that (x) pro rata assignments shall not be required and (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 under and in respect of any Loan and any related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent and with the giving prior written consent (such consent not to be unreasonably withheld or delayed) of notice to each Issuing Bank at the Borrower Representativetime of such assignment in the case of assignments of Revolving Loans or Revolving Commitments; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) 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 other cases, upon the giving of notice to the Borrower Representative; provided that: and Administrative Agent and, (Ax) in the case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Revolving Commitments to any such assignment Person (except in the case of assignments made by or transfer to Barclays or any of its affiliates), consented to by each of Borrower and Administrative Agent and (other than y) in the case of assignments of Revolving Loans or Revolving Commitments to any Eligible Assignee meeting the requirements of clause such Person, consented to by each Issuing Bank; provided that any such consent (ix) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be unreasonably withheld or delayed or (y) in the case of Borrower shall not be required at any time an Event of 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 $250,000 1,000,000 (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, in each case, such lesser amount as shall may be agreed to by the Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments or and Revolving Loans of the assigning Lender; and ) 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) with respect to the assignment of Tranche A Term Loans and (B) each partial assignment or transfer any required Borrower consent shall be deemed to have been given to any assignment of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunderLoans or Commitments unless it shall object thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 the Administrative Agent; and NY\5627635.16 (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 Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such 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, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) 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) $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 A Term Loan, Tranche B 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 hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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 or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent Borrower and the giving of notice to the Borrower RepresentativeAdministrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, upon (xA) 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 other cases, upon the giving of notice to the Borrower Representativeand the Administrative Agent and (B) except in the case of assignments made 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 the Administrative Agent; 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 $250,000 1,000,000 (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, in each case, 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, 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) shall 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; and (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.

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 (Revolver) or Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Loan or Loan (Revolver) and any related Commitments (Revolver)) to any Eligible Assignee upon the receipt of consent of the Administrative Agent (each such consent not to be unreasonably withheld or delayed); provided that: (1) each such assignment pursuant to this Section 11.6(c) shall be in an aggregate amount of not less than the lesser of (I) $2,500,000, (II) such lesser amount as agreed to by the Borrower and Administrative Agent or (III) the aggregate amount of the Loans and any Commitments (Revolver) of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a 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) to any Af f iliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af filiate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a ▇▇▇▇▇▇ and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af f i liate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting ▇▇▇▇▇▇.

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 owing to it to:(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 Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person meeting the Administrative Agent and the giving criteria of notice to the Borrower Representative; orclause (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”” with the consent (except in the case of assignments of Term Loans made by or to the Arrangers) of Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments, Borrower (such consents not to be (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned withheld 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 delayed or (2) in all other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of Borrower, required 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 Revolving Loans or transfer Revolving Commitments unless it shall object thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof and (other B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (w) $1,000,000, (x) such lesser amount as agreed to any Eligible Assignee meeting by Borrower and Administrative Agent, (y) the requirements of clause (i) above), the aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 with respect to the Class being assigned or (with concurrent assignments z) the amount assigned by an assigning Lender to Eligible Assignees that are Affiliates an Affiliate or Related Funds thereof to be aggregated for purposes Fund of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunder.

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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Term Loan 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) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, to any such Person, consented to by each of Borrower and Administrative Agent (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 each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $500,000 as of the Trade Date (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 of the assigning Lender) with respect to the assignment of Term Loans; provided, however, notwithstanding anything to the contrary set forth in this Agreement, any Lender hereunderthat is also an Affiliate of any Credit Party shall obtain the consent of the Agents, such consent to be provided in the sole discretion of the Agents.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any such that pro rata 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 $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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; 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) $5,000,000 (or such lesser amount as (x) may be agreed to by Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of the assigning Lender hereunderor (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; provided, that notwithstanding the foregoing, no sale, assignment or transfer to any Person acquiring any right or obligation under this Agreement with the assets of, or for the benefit of, any employee benefit plan subject to Title I of ERISA, any “plan” subject to Section 4975 of the Internal Revenue Code, or any entity whose underlying assets include plan assets by reason of a plan’s investment in such entity may be consummated without the consent of Administrative Agent acting in its sole discretion.

Right to Assign. Each Lender Bank 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 Revolving Commitment or Loans or other Obligations owing to it to:or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Revolving Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to Xerium and the Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “Eligible Assignee”” upon the giving of notice to Xerium and the Administrative Agent; subject, (x) upon receipt however, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, to prior written consent by Xerium, the Administrative Agent and the Issuing Bank (such consent not to be (x) unreasonably withheldwithheld or delayed or, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of Xerium, required at any time an Event of Default shall have occurred and then be continuing); provided that Xerium shall be deemed to have consented to any such assignment or transfer unless it shall object thereto by written notice to the Administrative Agent within five (other than 5) Business Days after having received notice thereof; provided, further, each such assignment pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.7(c)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $250,000 2,500,000 (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, in each case, such lesser amount as shall may be agreed to by the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Revolving Commitments or and Revolving Loans of the assigning Lender; and Bank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) each partial assignment $1,000,000 (or transfer such lesser amount as may be agreed to by the Administrative Agent (and so long as no Event of Default shall have occurred and be of a uniform, and not varying, percentage of all rights and obligations continuing) Xerium or as shall constitute the aggregate amount or the Term Loans of the assigning Lender hereunderBank) with respect to the assignment of Term Loans.

Right to Assign. Each Subject to the Restructuring Support Agreement, 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 or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent Borrower and the giving of notice to the Borrower RepresentativeAdministrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, ” upon (xA) 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 other cases, upon the giving of notice to the Borrower Representativeand the Administrative Agent and (B) (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) 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 and (2) the Administrative Agent; 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 $250,000 (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, in each case, 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 applicable Class of the assigning Lender; and (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.

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 Revolving Commitment or Loans owing to it or other Obligations owing (with, in all cases other than assignments by or to it to:a Facility Agent or an Affiliate of a Facility Agent, the consent of the Issuing Banks and the Swing Line Lender in addition to the consents required below): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term of “Eligible Assignee”” upon giving of notice to the Borrower and Administrative Agent and (except in the case of assignments made by or to any Facility Agent or their respective Affiliates), (x) upon receipt of prior written consent consented to by the Borrower, the Administrative Agent and each Issuing Bank (such consent not to be (x) unreasonably withheldwithheld or delayed or, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of the Borrower, required in connection with the primary syndication or at any time a Default exists); provided, further, each such assignment or transfer (other than pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.6(c)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 5,000,000 or integral multiples of $1,000,000 in excess thereof (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 may be agreed to by the Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments or and Revolving Loans of the assigning Lender; and (B) each partial with respect to the assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunderRevolving Commitments and Revolving 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 owing to it to:(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 Eligible Assignee Person meeting the criteria of the type referred to in clause (ai)(a) or clause (ii)(a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Person otherwise constituting an Eligible Assignee with the consent of the type referred to in clause Administrative Agent (b) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned delayed, or delayedconditioned); provided, each such assignment pursuant to this Section 10.6(c) shall be in an aggregate amount 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 other cases, upon the giving of notice to the Borrower Representative; provided that: less than (A) in the case of any such assignment $1,000,000 (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 $250,000 (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, in each case, such lesser amount as shall may be agreed to by the Company Representative and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments or and Revolving Loans of the assigning Lender; and ) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) each partial assignment $1,000,000 (or transfer such lesser amount (x) as may be agreed to by the Company Representative and Administrative Agent, (y) as shall be constitute the aggregate amount of the Multi-Draw Term Loans or Multi-Draw Term Loan Commitments of a uniform, and not varying, percentage of all rights and obligations particular Class of the assigning Lender hereunderor (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Multi-Draw 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 (including participations in L/C Obligations and in Swing Line Loans) or other Obligations Obligation owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments) to any Person meeting the criteria of “Eligible Assignee” (subject to paragraph (h) of this Section) consented to by each of the Persons specified below (each such consent not to be unreasonably withheld or delayed): (i) Company; provided that no consent of Company shall be required (x) in the case of any Lender, for an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund, (y) if an Event of Default pursuant to Section 8.1(a), (f) or (g) has occurred and is continuing or (z) in the case of any Revolving Lender, for an assignment of any Revolving Loan and any Revolving Commitment to a Revolving Lender; provided that, Company shall be deemed to have consented to such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; (ii) Administrative Agent, except with respect to (x) an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund and (y) an assignment of any Revolving Loan and any Revolving Commitment to a Revolving Lender; (iii) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment, the Swing Line Lender; and (iv) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment which increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), the Issuing Banks; provided, further, each such assignment pursuant to this Section 10.6(c) 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 Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning 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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Company and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made, on or prior to the Closing Date, by or to Fifth Third or, after the Closing Date, by the Administrative Agent), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $2,500,000 (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 hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning Lender) with respect to the assignment of Term Loans; and (iii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” in connection with the assignments of the Term Loans, the Revolving Loans and the Revolving Commitments in connection with the initial syndication by the Lenders of the Term Loans, the Revolving Loans and the Revolving Commitments.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Loan ): (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 the Administrative Agent; (ii) to any Person meeting the criteria of clause (ii) or (iii) of the definition of the term of “Eligible Assignee”, upon giving of notice to the Borrower and the Administrative Agent, and, in each case, with the prior written consent of the Borrower (provided that (A) the Borrower 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, (B)such consent by the Borrower shall not be unreasonably withheld or delayed and (C) no such consent by the Borrower shall be required at any time an Event of Default has occurred and is 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 $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 Initial Term Loans or with respect to Incremental Term Loans constituting a separate tranche, such Incremental Term Loans of such tranche of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts; (iii) [Reserved]; and (iv) to Holdings or the Borrower on a non-pro rata basis pursuant to open market purchases, subject to the following limitations: (A) immediately and automatically, without any further action on the part of Holdings, the Borrower, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Term Loans from a Lender to the Borrower, such Term Loans and all rights and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such assignment; (B) the Borrower shall not use the proceeds of any ABL Loans for any such assignment; (C) no Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to such assignment; and (D) each Lender that assigns any Loans to Holdings or the Borrower pursuant to this clause (iv) shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter.

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 owing to it to:(provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Term Loan Commitments): (i) to any Eligible Assignee Person (other than a Disqualified Institution) meeting the criteria of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the ▇▇▇▇▇▇▇▇ and Administrative Agent and the giving of notice to the Borrower Representative; orAgent; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible Assignee Assignee, so long as [***], with the consent of Administrative Agent and upon giving notice to the Borrower; (iii) to any Person otherwise constituting an Eligible Assignee, [***], with the consent of the type referred to in clause Borrower (b) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written consent (such consent which shall not to be unreasonably withheld, delayed or conditioned or delayed) and if Borrower shall not have responded in writing within [***] after receipt of written notice of the proposed assignment, Borrower shall be deemed to have approved such assignment) and Administrative Agent and Agent; and (y)(1iv) if no an Event of Default exists as occurred and the DLP VII Option Period has not yet expiredis continuing, upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any such assignment or transfer (other than to any other Person constituting an Eligible Assignee meeting Assignee, with the requirements consent of clause Administrative Agent; provided, that each assignment pursuant to Section 10.6(c)(ii) and (iiii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 [***] (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, in each case, such lesser amount as shall may be agreed to by the ▇▇▇▇▇▇▇▇ and 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 not varying, percentage of all rights and obligations of the assigning Lender hereunderAgent).

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 Delayed Draw Commitment or Loans owing to it or other Obligations owing to it to: under the Loan Documents (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Delayed Draw 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 the Administrative Agent; 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 and consented to by the Borrower (provided that the Borrower shall be deemed to have consented to any assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof) and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default described in 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 $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 Delayed Draw Commitments and Delayed Draw Term Loans of the assigning Lender) with respect to the assignment of the Delayed Draw Commitments and Delayed Draw Term Loans; provided, that the Related Funds of any individual Lender hereundermay aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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 or other Obligations owing to it toor other Obligation; provided, however, that: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any such each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments; (ii) each assignment shall be to an Eligible Assignee; (iii) if to an Eligible Assignee meeting the criteria of clause (i) of the definition of “Eligible Assignee,” prior written notice of the assignment shall have been given to Company and Administrative Agent; (iv) in the case of an Eligible Assignee meeting the criteria of clause (ii) of the definition of “Eligible Assignee” (except in the case of assignments made by or to BNPP), each of Company, each Issuing Bank and Administrative Agent shall have consented to such assignment (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); (v) each assignment shall be in an aggregate amount of not less than $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 Revolving Commitments and Revolving Loans or Hedge L/C Loans or Hedge L/C Commitments of the assigning Lender hereunderLender); (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes, if any, subject to such assignment, and (vii) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent) shall pay to the Administrative Agent a $3,500 administrative fee.

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 Revolving Commitment or Loans owing to it or other Credit Agreement Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Loan and any related Revolving 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 NewPageCo and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of NewPageCo and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of NewPageCo, required at any time an Event of Default described in Section 8.1(a), (f) or (g) shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by Administrative Agent and (so long as no Event of Default described in Section 8.1(a), (f) or (g) exists) NewPageCo or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunder(and aggregating assignments to or by Related Funds for this purpose) with respect to the assignment of Revolving Commitments and Revolving Loans. In addition to the consents, if any, required by the preceding provisions of this Section 11.6(c), each assignment by a Lender of all or a portion of its Revolving Commitment shall require the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed).

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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) 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 and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (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 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 Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning 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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $2,500,000 (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 hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche C Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Tranche C Term Loans.

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), 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 and the Loans or other Obligations owing to it it, to: (i) any Eligible Assignee upon the giving of notice to, and the receipt of the prior written consent of, the Borrower and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); provided that the consent of the Borrower shall not be required (A) for an assignment to an Eligible Assignee of the type referred to in clause (a) of the definition of such term or (B) if an Event of Default shall have occurred and is continuing and provided further that after the term “Eligible Assignee” upon Closing Date, the giving consent of notice to the Administrative Agent and the giving of notice to the Borrower Representativeshall not be unreasonably withheld and, in the case of assignments to Lenders under the Revolving Facility, shall not be required; orand (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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee Person meeting the requirements criteria of clause (ia) aboveof the definition of the term “Eligible Assignee”), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 20,000,000 (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, in each case, such lesser amount as shall may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate entire remaining amount of the Commitments Commitment or Loans of the assigning Lender); and (Biii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder.

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, LC Deposit or Loans owing to it or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 Borrowers and Administrative Agent; 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 Borrowers and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrowers, 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) $1,000,000 (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) 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 Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning Lender) with respect to the assignment of Term Loans. Assignments by Related Funds shall be aggregated for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall will 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 owing to it to:(provided that, pro rata assignments will not be required, but each such assignment will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitment): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving Borrower and, for any assignment of notice Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Borrower RepresentativeSwing Line Lenders and the Issuing Banks (such consent not to be unreasonably withheld or delayed); orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (b) of the definition of the term “Eligible Assignee”” and consented to by each of the Borrower and the Administrative Agent and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, the Swing Line Lenders and the Issuing Banks (x) upon receipt of prior written consent (each such consent not to be (x) unreasonably withheld, conditioned withheld or delayed) of the Administrative Agent delayed 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of the Borrower required at any time an Event of Default will have occurred and then be continuing under Section 8.1(a), (f) or (g)); provided that (1) the Borrower’s refusal to accept an assignment to a Disqualified ▇▇▇▇▇▇ will be deemed to be reasonable, (2) the Borrower’s consent will be required with respect to any assignments to Disqualified Lenders and (3) the Borrower will be deemed to have consented to any such assignment or transfer (other than to any Eligible Assignee meeting an assignment to a Disqualified Lender) unless it will object thereto by written notice to the requirements of clause Administrative Agent within ten (i10) above)Business Days after having received written notice thereof; provided further, the that each such assignment pursuant to this Section 10.6(c)(ii) will be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $250,000 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, in each case, such lesser amount as shall may be agreed to by the Borrower and the Administrative Agent or as shall will constitute the aggregate amount of the Revolving Credit Commitments or and Revolving Loans of the assigning Lender; and ) with respect to the assignment of the Revolving Credit Commitments and Revolving Loans and (B) each partial $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as will constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans. 155722702_14171748492_2 Notwithstanding anything to the contrary contained in this Agreement, no Lender may sell, assign or transfer shall be all or any portion of a uniform, and not varying, percentage of all its rights and obligations under this Agreement to (i) a Person that is a Defaulting Lender, (ii) a Person that is a Disqualified Lender, (iii) a natural Person or (iv) the Borrower or any of the assigning Lender hereunderits Subsidiaries or Affiliates.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 the Borrower and the Administrative Agent, and 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 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 such Person (except in the case of primary assignments made by RBC Capital Markets, LLC), consented to by the Borrower (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of 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 consented to any such assignment of Loans or Commitments unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) 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 “Borrower Competitor”) there shall be no deemed consent, and the Borrower’s actual consent shall be required, and (B) each such assignment pursuant to this Section 9.06(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 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 Commitments and Loans of the assigning Lender hereunderLender) with respect to the assignment of the Commitments and 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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $2,500,000 (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 hereunderLender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan or Incremental Loans of the assigning Lender) with respect to the assignment of Term Loans and Incremental 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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 “Eligible Assignee” with the consent of Issuing Banks (such consent not to be unreasonably withheld or delayed) and upon the giving of notice to Borrower and Administrative Agent; it being agreed that the consent of Issuing Banks shall not be required with respect to any sale, assignment or transfer pursuant to this clause (i) to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC; and (ii) (x) by or to an Arranger (or their respective lending Affiliates; provided, that no such Affiliate is a Disqualified Lender) in connection with the primary syndication of the Revolving Facility and (y) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee”, in each case of clauses (x) and (y) with the consent of Administrative Agent, Issuing Banks and Borrower (such consents not to be (a) unreasonably withheld or delayed or (b) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) Borrower shall be deemed to have consented to any such assignment 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 (w) $1,000,000, (x) such lesser amount as agreed to by Borrower and Administrative Agent, (y) the aggregate amount of the Loans of the assigning Lender hereunderor (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender.

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 or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that -------- ------- each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to (A) in the case of assignments of Revolving Loans or Revolving Commitments, Administrative Agent and Issuing Bank (in their sole discretion, except in the case of an assignment by GSCP to a bank, such consent not to be unreasonably withheld) and Company and (B) in all other cases, by each of Company and Administrative Agent and, (such consent in the case of clause (A) with respect to Company and in the case of clause B with respect to Company and Administrative Agent, not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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 $1,000,000 (or such lesser amount as may be agreed to by Company, Administrative Agent and Issuing Bank 109 or as shall constitute the aggregate amount of the Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Term Loans, Revolving Commitments and Revolving 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 any of its Commitment Commitments or Loans owing to it or other Obligations owing to it to:(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 Eligible Assignee Person meeting the criteria of the type referred to in clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (bii) of the definition of the term “Eligible Assignee”, (x) ” upon receipt the giving of prior written consent notice to Borrower and Administrative Agent and consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (Ay) in the case of Borrower, required 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 or transfer of unless it shall object thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof and (other B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (w) $1,000,000, (x) such lesser amount as agreed to any Eligible Assignee meeting by Borrower and Administrative Agent, (y) the requirements of clause (i) above), the aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 with respect to the Class being assigned or (with concurrent assignments z) the amount assigned by an assigning Lender to Eligible Assignees that are Affiliates an Affiliate or Related Funds thereof to be aggregated for purposes Fund of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations of the assigning Lender hereunder.

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 Commitment, Funded Letter of Credit Participations or Loans or other Obligations owing to it to: or other Obligation (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any Funded Letter of Credit Participations, 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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee”, consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent (it being agreed that Company shall not unreasonably withhold its consent to assignments in an amount of not less than $2,500,000) 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, (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 Funded Letter of Credit Commitments and Funded Letter of Credit Participations of the assigning Lender) with respect to the assignment of the Funded Letter of Credit Commitments and Funded Letter of Credit Participations, and (C) $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 Term Loan of the assigning Lender) with respect to the assignment of Term Loans. Anything in the foregoing to the contrary notwithstanding, no assignment of any Revolving Commitment (except in the case of an assignment to a Revolving Lender hereunder.or an Affiliate thereof) shall be effective unless and until consented to in writing by the Revolving Issuing Bank (such consent not to be unreasonably withheld)

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 assigning Lender hereunderdefinition of “Eligible Assignee” (or, for the avoidance of doubt with respect to the Rolled-Up Loans, their applicable designees) upon the giving of notice to Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of “Eligible Assignee” upon giving of notice to Borrower, Administrative Agent and to any such Person, consented to by each of Borrower and Administrative Agent (each such consent (x) not to be unreasonably withheld or delayed and (y) in the case of Borrower, not to be required 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 unless it shall object thereto by written notice to Administrative Agent within five (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 (x) $1,000,000 or (y) such lesser amount as agreed to by Borrower and Administrative Agent.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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 Company and Administrative Agent; (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Company and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made, on or prior to the Closing Date, by or to GSCP or, after the Closing Date, by the Administrative Agent), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, 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) $2,500,000 (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 as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning Lender) with respect to the assignment of Term Loans; and (iii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” in connection with the assignments of the Term Loans, the Revolving Loans and the Revolving Commitments by GSCP, in its capacity as sole Lender hereunderas of the Closing Date, in connection with the initial syndication by GSCP of the Term Loans, the Revolving Loans and the Revolving Commitments to each of the assignees (or their respective Affiliates) set forth on the final initial lender allocation schedule identified as “X-Rite, Incorporated.: Final,” dated the Closing Date, and provided by GSCP to the Company on the Closing Date.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 $250,000 (with concurrent that pro rata 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 Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; and (B) required and each partial assignment or transfer 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 (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent but with no consent required of any of them; and (ii) to any Person meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and Administrative Agent and, in the case of assignments of Loans or Revolving Commitments to any such Person, consented to by each of Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that (x) no such consent of the Borrower shall be required at any time an Event of Default with respect to the Borrower under Sections 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing and (y) such consent by LA\4027402.11 LA\4027402.11 the Borrower shall be deemed to have been given unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided, further, that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower and Administrative Agent or as shall constitute the entire remaining aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender).

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 owing to it to:(provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Eligible Assignee Person meeting the criteria of the type referred to in clause (ai)(a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent and the giving of notice to the Borrower RepresentativeAgent; orand (ii) to any Person otherwise constituting an Eligible Assignee of with 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 other cases, upon the giving of notice to the Borrower RepresentativeAgent; provided that: (A) in the case of any each such assignment or transfer (other than pursuant to any Eligible Assignee meeting the requirements of clause (ithis Section 10.6(c)(ii) above), the shall be in an aggregate amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 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, in each case, such lesser amount as shall may be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments or and Loans of the assigning Lender; and ). provided, however, notwithstanding the foregoing, (A) such Person shall have been approved by Borrower (which consent shall (x) not be unreasonably withheld or delayed, (y) be deemed to have been given if Borrower has not responded within 10 business days of a request for such consent and (z) not be required during the continuance of an Event of Default), and (B) each partial assignment or transfer upon the occurrence and during the continuance of an Event of Default, Eligible Assignee shall be deemed to include any Person with the prior written consent of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder.Administrative Agent. Tiptree Credit Agreement

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; 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 that pro rata assignments shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum required and each assignment amount requirements) or, in each case, such lesser amount as shall be 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 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 “Eligible Assignee” with the consent of Issuing Banks and Swing Line Lender (such consent not to be unreasonably withheld or delayed) and upon the giving of notice to Borrower and Administrative Agent; and (ii) (x) by or to an Arranger (or their respective lending Affiliates) in connection with the primary syndication of the Revolving Facility and (y) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee”, in each case of clauses (x) and (y) with the consent of Administrative Agent, Issuing Banks, Swing Line Lender and Borrower (such consents not to be (a) unreasonably withheld or delayed or (b) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) Borrower shall be deemed to have consented to any such assignment 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 (w) $1,000,000, (x) such lesser amount as agreed to by Borrower and Administrative Agent, (y) the aggregate amount of the Loans of the assigning Lender hereunderor (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender.

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 owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative 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”provided, (x) upon receipt of prior written consent (such consent not to be unreasonably withheldhowever, 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 other cases, upon the giving of notice to the Borrower Representative; provided that: (A) in the case of any that each 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 $250,000 (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, in each case, such lesser amount as shall be 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 not varying, percentage of all rights and obligations under and in respect of any 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) 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 and, in the case of assignments of Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to CIT Capital), consented to by each of Borrower and Administrative Agent (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 each such assignment pursuant to this Section 10.6(c)(ii) shall (A) be accompanied by a processing and recordation fee of $3,000 payable to the Administrative Agent, (B) shall be in an aggregate amount of not less than (A) $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 Revolving Commitments and Revolving Loans of the assigning Lender hereunderLender) with respect to the assignment of the Revolving Commitments and Revolving Loans, and 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 Term Loans of the assigning Lender) with respect to the assignment of Term Loans.