Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to 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) 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 Commitment or Loans owing to it or other Obligations (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 of any related Commitments): Class (iit being understood that assignments shall not be required to be pro rata among Classes of Loans)) 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 or (ii) of the definition of the term of “Eligible Assignee” upon giving with the consent 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 x) Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, ) or (y) in the case of Borrowers, required at any time unless an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an assignment of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five (z5) in connection with primary syndication)Business Days after having received notice thereof; provided, further that each such assignment pursuant to this Section 10.6(c)(ii10.06(c) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) a new Lender shall be in an aggregate amount of not less than $250,000 (A) $2,500,000 or the Dollar Equivalent thereof (or or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent or as Agent, (y) shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans Loan of the assigning Lender with respect to the Class of Loans being assigned or (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 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 Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignments 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 CommitmentsCommitment): (i) to any Person meeting the criteria of clause (ii)(a) or clause (ii)(a) 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 otherwise constituting an Eligible Assignee (other than, so long as no Event of Default has occurred and is continuing, a Disqualified Institution) with the criteria consent 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 Credit Party Representative (so long as no Default or delayedEvent of Default has occurred and is continuing, it being understood that the Credit Parties shall be deemed to have approved such assignment if Credit Party Representative fails to either consent to or reject such assignment within five Business Days after any request for such consent by Administrative Agent, and (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)Administrative Agent; 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 1,000,000 (or such lesser amount (A) as may be agreed to by Borrowers Credit Party Representative and Administrative Agent or Agent, (B) as shall constitute the aggregate amount of the Revolving Term Loans and Term Loan Commitments and Revolving Loans of a particular Class of the assigning Lender or (C) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of the Revolving Commitments and Revolving Term 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 LoansCommitments.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers Company and Administrative Agent and, in the case of assignments of Revolving Loans or Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to GSCPBNP), consented to by each of Borrowers and Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default under Section 8.1(a) or (f) shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European 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 all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to 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 the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld withheld, delayed or delayed, conditioned and (y) in the case of Borrowersthe Borrower, (1) required at any time an Event of Default shall have occurred and then be continuing or (z2) in connection required during each of (aa) the period commencing with primary syndicationthe Amendment No. 2 Effective Date and ending on the date of delivery of financial statements pursuant to Section 5.1(a) and a Compliance Certificate pursuant to Section 5.1(c) calculating the Total Net Leverage Ratio for the Test Period ended June 30, 2026 and (bb) the period from and after the Financial Covenant Sunset Date); providedprovided 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 ten (10) Business Days after having received written notice thereof, further and (B) 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 (A1) $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) 1,000,000 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 2) such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute Agent, (3) the aggregate amount of the U.S. Term Loan, European Term Loan Commitments or New Term Loans of the assigning Lender or (4) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender. (iii) with respect to In the case of an assignment of Term Loans.all or a portion of any Lender’s Commitments or Loans pursuant to clause (c)(ii)(y)

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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers 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 Borrowers Borrower and Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute the aggregate amount held by the assigning Lender of the U.S. Tranche A Term LoanLoans, European Tranche B-1 Term Loan Loans, Tranche B-2 Term Loans, Tranche B Term Loans (where applicable), Tranche X Term Loans or New Term Loans of the assigning Lendera 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 Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender, (ii) any Affiliate or Loans Approved Fund of any existing Lender, (iii) any Person that is simultaneously purchasing all or substantially all of 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 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 it or other 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, howeverthat for the avoidance of doubt, that pro rata assignments shall not be required and each assignment failure to respond to such request shall be of a uniformdeemed to be consent). Notwithstanding the foregoing, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) such Sales by Defaulting Lenders shall be subject 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’s prior written consent in all instances. (ii) Notwithstanding the foregoing, Assignments to any Person meeting Permitted Investor, Parent, the criteria Borrower or any Affiliate or Subsidiary of clause (ii) 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 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) 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 LoansAssignment 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 or other Obligations (provided, however, that pro rata assignments shall not be required required, and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person Eligible Assignee meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” thereof upon the giving of notice to Borrowers the Borrower and the Administrative Agent; andor (ii) to any Person Eligible Assignee 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 thereof (except in the case of assignments made by to Xxxxxxx Xxxxx or to GSCPin connection with the primary syndication of the credit facilities provided hereunder), consented to by each of Borrowers the Borrower and the Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further 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 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) shall be in an aggregate amount of not less than (A1) $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) with respect to the assignment of the Revolving Commitments and Commitments, the Revolving Loans, the Tranche A Term Loans and New Term Loans constituting Non-Institutional Incremental Facilities and (B2) $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 the Tranche B Term LoansLoans 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 with 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 (provided, however, 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 under, and in respect of of, any applicable Loan and any related Commitments): ), to any Eligible Assignee; provided that (i) to any Person meeting unless the criteria of clause (i) assignee is a Lender, the consent of the definition of Administrative Agent and the term of “Eligible Assignee” upon the giving of notice to Borrowers L/C Issuer shall be required and Administrative Agent; and (ii) to any Person meeting unless either (x) the criteria assignee is a Lender or an Affiliate of clause a Lender or a Related Fund or (iiy) an Event of Default exists, the definition consent 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 Borrower shall be required (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 withheld, conditioned or delayed, (y) ; it being understood that Borrower will be deemed to have provided such consent in the case of Borrowers, required at any time an Event of Default event that it shall have occurred failed to respond to a consent request made in writing and then be continuing or (z) delivered in connection accordance with primary syndicationSection 10.1 within 10 Business Days of such delivery); provided, further provided that each such assignment of Loans or Commitments pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.6(c) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans or the total Commitment, respectively, of the assigning Lender) ); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with respect such minimum assignment amounts. Notwithstanding anything to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loanscontrary contained herein, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers and Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or as enforcing the requirement that only Eligible Assignees 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 Loansbe 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 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 Obligations cases, upon the giving of notice to the Borrower Representative; provided that: (providedA) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), however, that pro rata assignments the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be required and 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 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) 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 LoansLender 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 under the Loan Documents (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower and the 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), and consented to by each of Borrowers the Borrower and the Administrative Agent (Agent(each such consent not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have described in Section 8.01(a) or 8.01(e) has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans and (B) $1,000,000 or, for purposes of determining compliance 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 minimum assignment of Term Loansamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower Representative and the 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)Person, consented to by each the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of Borrowers 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, delayed or (y) in the case of Borrowersthe Borrower Representative, required at any time an Event of Default shall have described in clause (a), (f), (g) or (h) of Section 8.01 has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the U.S. Tranche A Term Loan, European Tranche B Term Loan or New Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Borrower and Administrative AgentAgent and consented to by each L/C Issuer (only to the extent that such assignment increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)); 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 Borrower and Administrative Agent andand consented to by, in the case of assignments of Revolving Loans Commitments or Revolving Commitments Loans, each of Borrower, each L/C Issuer (only to any the extent that such Person assignment increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (except in the case of assignments made by whether or to GSCPnot then outstanding)), consented to by each of Borrowers the Swing Line Lender and Administrative Agent (each such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, 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 5 Business Days after having received notice thereof and (B) 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 (AI) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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 (BII) $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 Borrower 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. Notwithstanding the foregoing, each of Administrative Agent and Borrower hereby consent to each assignment of Term Loans effected (or to be effected) by Xxxxxxx Xxxxx and Bank of America (or any of their respective Affiliates) to ultimate lenders of record under this Agreement in connection with the primary syndication of the 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 to: (providedi) 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; provided that, howeverin the case of any assignment of a Revolving Commitment or a Revolving Loan, such Eligible Assignee is a Revolving Lender or an Affiliate of a Revolving Lender; (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” (or, in the case of any assignment of a Revolving Commitment or a Revolving Loan, any Eligible Assignee that pro rata does not meet the requirements of clause (i) above), upon (A) the giving of notice to the Administrative Agent and, in the case of assignments of Revolving Commitments or Revolving Loans, each Issuing Bank (with notice by the Administrative Agent to the Company of such assignment to be given promptly after the applicable Assignment Effective Date) and (B) in the case of assignments of Revolving Commitments or Revolving Loans, except in the case of assignments made by or to any Arranger or its Affiliates during the syndication by the Arrangers of the credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Company, provided that the consent of the Company to any assignment (x) shall not be required if an Event of Default shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Company shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (2) the Administrative Agent and (3) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) US$5,000,000 in the case of assignments of any Revolving Commitment or Revolving Loan or (B) US$1,000,000 in the case of assignments of any Term Loan Commitment or Term Loan (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and 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) with respect to the assignment Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect owing to the European Term Loans, the Dollar equivalent thereof (it of any Class without assigning or such lesser amount as may be agreed to by Borrowers and Administrative Agent transferring any portion of its Commitment or as shall constitute the aggregate amount of the U.S. Term LoanLoans owing to it, European Term Loan or New Term Loans as the case may be, of the assigning Lender) with respect to the assignment of Term Loansany other Class.

Right to Assign. Each Lender OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410, et seq.), to any person, partnership, limited liability company, joint venture, firm or corporation at any time to sell, assign or transfer all or a portion during the term of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (; provided, however, that pro rata assignments any such sale, transfer or assignment shall not include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. OWNER may be required to provide disclosure that the Property is within the South Xxxxxxxxx Trichloroethylene (TCE) Plume. OWNER may wish to provide the attached Disclosure Letter (Exhibit G) as part of the Real Estate Transfer Disclosure requirements under California Civil Code Section 1102 et seq.(b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY’s City Manager, in writing, of such sale, transfer or assignment and each assignment shall be of provide CITY with: (1) an executed agreement, in a uniformform reasonably acceptable to CITY, by the purchaser, transferee or assignee and not varyingproviding therein that the purchaser, percentage of transferee or assignee expressly and unconditionally assumes all rights the duties and obligations of OWNER 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) Agreement with respect to the assignment portion of the Revolving Commitments and Revolving Loans Property so sold, transferred or assigned; and (B2) $1,000,000 orthe payment of the applicable processing charge to cover the CITY’s review and consideration of such sale, transfer or assignment. (c) Any sale, transfer or assignment not made in strict compliance with respect the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the European Term Loansagreement required by Paragraph (b) of this Subsection 2.4.1, the Dollar equivalent thereof (burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such lesser amount as may be agreed purchaser, transferee or assignee until and unless such agreement is executed. The City Manager shall have the authority to by Borrowers review, consider and Administrative Agent either approve, conditionally approve, or as shall constitute the aggregate amount of the U.S. Term Loandeny any proposed sale, European Term Loan transfer or New Term Loans of the assigning Lender) assignment that is not made in compliance with respect to the assignment of Term Loansthis section 2.4.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” Assignee upon the giving of notice to Borrowers Borrower and Administrative AgentAgent but with no consent required of any of them; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving Assignee with the prior written consent 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 Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further further, that (A) Borrower shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to Administrative Agent within five Business Days after having received notice thereof and (B) 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) 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 Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company 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; 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 at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 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), being consented to by each of Borrowers and 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 consent consents not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes9.05(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 2,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) 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, except that in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of other than assignments made by or to GSCPGSCP or UBS Loan Finance LLC), consented to by such Person shall require the consent of each of Borrowers Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); providedprovided further, further that 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company 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 to any Eligible Assignee upon the giving of notice to the Borrower and the Administrative Agent; provided that: (providedi) 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”), however, that pro rata assignments the amount of the Term Loan Commitment or Term Loans of the assigning Lender subject thereto shall not be required less than $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 (ii) 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) with respect to the assignment Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Term Loan Commitment or of the Revolving Commitments and Revolving Term Loans and (B) $1,000,000 or, with respect owing to the European it of any Class without assigning or transferring any portion of its Term Loans, the Dollar equivalent thereof (Loan Commitment 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 owing to it, as the case may be, of the assigning Lender) with respect to the assignment of Term Loansany 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 (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable the Term Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Administrative Agent and Administrative Agentthe Borrower; and (ii) to any Person meeting the criteria of clause (iib) or clause (c) of the definition of the term of “Eligible Assignee” upon giving with the consent 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)Agent; 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans Term Loan of the assigning Lender) with respect to the assignment of the Revolving Commitments Term Loan; provided, further, that the consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment pursuant to this Section 10.6(c)(ii) unless an Event of Default shall have occurred and Revolving Loans and (B) $1,000,000 orbe continuing at the time of any such assignment; provided, with respect further, that Borrower shall be deemed to the European Term Loans, the Dollar equivalent thereof (or have consented to any such lesser amount as may be agreed assignment unless it shall object thereto by written notice 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 Lenderwithin ten (10) with respect to the assignment of Term LoansBusiness 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 (providedObligations, 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):to: (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (iib) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers the Borrower and the 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 GSCPGSLP or its Affiliates), consented to by each of Borrowers and 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) 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 or delayed, delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New the Incremental Term Loans of a Series of the assigning Lender) 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 owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsLoan): (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 Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “otherwise constituting an Eligible Assignee” upon giving ; provided, that the consent 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 Borrower (such consent not to be (xunreasonably withheld, delayed or conditioned) unreasonably withheld or delayed, (y) in the case of Borrowers, shall be required at any time unless an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndication)at the time of such assignment; provided, further 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 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes11.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers and Administrative Agent the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) with respect to the any assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 orall or any portion of a Loan to a Lender, with respect to the European Term Loans, the Dollar equivalent thereof (an Affiliate of a Lender or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount a Related Fund of the U.S. Term Loan, European Term Loan assignor or New Term Loans (y) if an Event of the assigning Lender) with respect to the assignment of Term LoansDefault 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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to 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 such Person (except in the case of notice assignments made by or to Borrowers and any Joint Lead Arranger or any of its Affiliates in connection with the primary syndication or otherwise) being consented to by the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in Commitments, the case of assignments made by or to GSCP), consented to by each of Borrowers Issuing Bank and Administrative Agent the Swing Line Lender and the Borrower (such consent consents not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have has occurred and then is continuing and the consent of the Borrower shall be continuing or (z) in connection with primary syndicationdeemed 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 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the U.S. Tranche BRestatement Effective Date Term Loan, European Term Loan LoanLoans or New Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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 owing to it or other Obligations Revolving Loan Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan Revolving Loan, Participation Interests and any related Revolving Loan Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Borrowers the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (iib) 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 purposes12.6(c) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments Loan Commitments, Participation Interests and Revolving Loans of outstanding to the assigning Lender) with respect ), 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 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 any of the U.S. Term Loan, European Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Term LoansParticipation 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 owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers Borrower and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments Loans, to any such Person (except in the case of assignments made to MSSF, or, until the primary syndication of the Loans is completed, by or to GSCP), MSSF) consented to by each of Borrowers Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of BorrowersBorrower, 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 or (z) in connection with primary syndicationcontinuing); provided, further further, that (A) Borrower shall be deemed to have consented to any such assignment of Loans 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 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 (x), than $1,000,000, (Ay) $2,500,000 or the Dollar Equivalent thereof (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, or (z) the Dollar equivalent thereof (amount assigned by an assigning Lender to an Affiliate or Related Fund of 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 Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower Representative and the 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)Person, consented to by each the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of Borrowers 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, delayed or (y) in the case of Borrowersthe Borrower Representative, required at any time an Event of Default shall have described in clause (a), (f), (g) or (h) of Section 8.01 has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the U.S. Tranche A Term Loan, European Tranche B Term Loan or New Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 (providedprovided that, however, that pro rata assignments shall will not be required and required, but each such assignment shall will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsCommitment, provided, further, that Delayed Draw Term Loan Commitments and any Delayed Draw Term Loans may be assigned independently): (i) to any Person meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Borrower and the Administrative AgentAgent and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Issuing Banks (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (iib) 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 the Borrower and the Administrative Agent and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, the Issuing Banks (each such consent not to be (xA) unreasonably withheld withheld, delayed or delayed, conditioned and (yB) in the case of Borrowersthe Borrower, required at any time an Event of Default shall will have occurred and then be continuing under Section 8.1(a), (f) or (z) in connection with primary syndicationg)); provided, provided that (1) the Borrower’s refusal to accept an assignment to a Disqualified Xxxxxx will be deemed to be reasonable and (2) the Borrower will be deemed to have consented to any such assignment (other than to an assignment to a Disqualified Lender) unless it will object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided further that 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 will be in an aggregate amount of not less than (Ax) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall will constitute the aggregate amount of the Revolving Credit Commitments and Revolving Loans or Delayed Draw Term Loan Commitments, as the case may be, of the assigning Lender) with respect to the assignment of the Revolving Credit Commitments and Revolving Loans or Delayed Draw Term Loan Commitments and (By) $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 the Borrower and the Administrative Agent or as shall will 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. Notwithstanding the foregoing, no assignment may be made (A) to a Natural Person or (B) to a Disqualified Lender and, to the extent that any assignment of any Loan and/or related Commitment is purported to be made to a Disqualified Lender, such Disqualified Lender shall be required immediately (and in any event within five (5) Business Days) to assign all Loans and Commitments then owned by such Disqualified Lender to another Lender (other than a Defaulting Lender), Eligible Assignee or, subject to Section 10.6(j), the Borrower at a purchase price equal to the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such Loans or Commitments, in each case, plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder (and the Borrower shall be entitled to seek specific performance in any applicable court of law or equity to enforce this sentence).

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 Commitments and its rights and obligations with respect to Loans) to (i) any Eligible Assignee, (ii) any other Person acceptable (which acceptance shall not be unreasonably withheld or Loans owing delayed) to it 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 Obligations (than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that pro rata assignments shall not be required and (w) for each assignment shall be Loan, the aggregate outstanding principal amount (determined as of a uniform, and not varying, percentage the Closing Date of all rights and obligations under and in respect of any the applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (iAssignment) of the definition 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 any existing Lender, is of the term assignor’s (together with its Eligible Assignees) entire interest in such facility or is made with the prior consent of “Eligible Assignee” upon Borrower (to the giving of notice to Borrowers extent required) ​ ​ ​ and Administrative Agent; and , (iix) to any Person meeting such Assignment shall be effective only upon the criteria acknowledgement in writing 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 sale by or to GSCP), consented to by each of Borrowers and Administrative Agent (such consent acknowledgment not to be (x) unreasonably withheld withheld, conditioned, or delayed), and (y) in interest accrued prior to and through the case date of Borrowers, required at any time an Event of Default shall have occurred and then such Assignment may not 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) 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 Loansassigned.

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 Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender Assignment”) upon the giving of notice to Borrowers the Administrative Agent and, for any assignment of a Revolving Commitment, the consent of Administrative Agent and Administrative AgentIssuing 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 Borrowers and Administrative Agent and, (other than a Person described in the case of assignments of Revolving Loans or Revolving Commitments to any such Person foregoing subclause (i)) and (except in the case of assignments made by or to GSCP), JPMCB) consented to by each of Borrowers the Borrower Representative and Administrative Agent and, for any assignment of Revolving Commitment, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of Borrowersthe 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 or (z) in connection with primary syndication); providedcontinuing, 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) provided that the Borrower Representative shall be in an aggregate amount of not less than (A) $2,500,000 or deemed to have consented to any proposed assignment unless the Dollar Equivalent thereof (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as Borrower Representative shall constitute the aggregate amount object within five Business Days after having received notice 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, 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 Loansproposed assignment).

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 (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers 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 made, on or prior to the Closing Date, by or to GSCPFifth Third or, after the Closing Date, by the Administrative Agent), consented to by each of Borrowers Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company 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; 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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and the Administrative Agent; and; (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 Borrowers the Borrower and the Administrative Agent Agent, and, in each case, with the case prior written consent of assignments of Revolving Loans or Revolving Commitments the Borrower (provided that (A) the Borrower shall be deemed to have consented to any such Person (except in assignment unless it shall object thereto by written notice to the case of assignments made by or to GSCP), consented to by each of Borrowers and Administrative Agent within five (such 5) Business Days after having received notice thereof, (B)such consent by the Borrower shall not to be (x) unreasonably withheld or delayed, delayed and (yC) in no such consent by the case of Borrowers, Borrower shall be required at any time an Event of Default shall have has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, further that 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Initial Term Loans of the assigning Lender) or 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 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 may 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 all or a portion of its Commitment or Loans owing to it or other Obligations (Obligations; provided, however, that (x) pro rata assignments shall not be required and (y) each assignment 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 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 Borrower and Administrative AgentAgent and with the prior written consent (such consent not to be unreasonably withheld or delayed) of each Issuing Bank at the time of such assignment in the case of assignments of Revolving Loans or Revolving Commitments; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers Borrower and Administrative Agent and, (x) in the case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCPBarclays or any of its affiliates), consented to by each of Borrowers Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, and (y) in the case of Borrowersassignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each Issuing Bank; provided that any such consent (x) 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 or (z) in connection with primary syndication)continuing; provided, further that (A) 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Tranche B Term Loans, Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof and $2,500,000 (or such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute the aggregate amount of the U.S. Tranche A Term Loan, European Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Tranche A Term LoansLoans and (B) any required Borrower consent shall be deemed to have been given to any assignment of Loans 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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower Representative and the 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)Person, consented to by each the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of Borrowers 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, delayed or (y) in the case of Borrowersthe Borrower Representative, required at any time an Event of Default shall have described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof 500,000 (or such lesser amount as may be agreed to by Borrowers the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the U.S. Tranche A Term Loan, European Tranche B Term Loan or New Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Any Lender shall have the right may at any time assign to sell, assign one or transfer more assignees 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 at the time owing to it or other Obligations it); provided that (provided, however, that pro rata assignments shall not be required and in each case with respect to any Loans) any such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):subject to the following conditions: (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 the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); 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 GSCPAlly), consented to by each of Borrowers the Borrower and the Administrative Agent (such consent (A) not to be (x) unreasonably withheld withheld, conditioned or delayed, or (y) in the case of Borrowersthe 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 or and (zB) in connection with primary syndicationthe case of the Borrower, except for any assignment to any Person that is a competitor of the Borrower, shall be deemed to have been given if the Borrower has not responded to a request for consent within 10 Business Days after the making of such request); 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, Loans; provided that the consent of the Administrative Agent shall be required with respect to any assignment of any Commitments or Loans to an Affiliated Lender (and it shall not be unreasonable for 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 to refuse to consent to any such assignment to an Affiliated Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitment, Synthetic LC Deposit or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers 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 Borrowers Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers 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 Loans, (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof 2,500,000 (or such lesser amount as may be agreed to by Borrowers Borrower 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 LoansLoans 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 (provided, however, 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 Person other than Excluded Institutions meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Borrower and the Administrative Agent; and (ii) to any Person other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers the Borrower and the Administrative Agent and, in so long as no Event of Default has then occurred and is Continuing, with the case prior written consent of assignments of Revolving Loans or Revolving Commitments to any such Person the Borrower (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 syndicationwithheld); provided, further provided that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(b)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Initial Term Loan or the or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Loans; provided, further, that the Revolving Commitments Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts; it being understood and Revolving Loans and (B) $1,000,000 or, with respect agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such Lender the identity of each Excluded Institution. Notwithstanding anything in this Section 10.06 to the European Term Loanscontrary, if the Borrower has not given the Administrative Agent written notice of its objection to such assignment within five (5) Business Days after written notice to the Borrower, the Dollar equivalent thereof (or Borrower shall be deemed to have consented to 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 Loansassignment.

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 (providedprovided that, however, that pro rata assignments shall will not be required and required, but each such assignment shall will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsCommitment): (i) to any Person meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Administrative Agent and Administrative Agentthe Borrower and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Swing Line Lenders and the Issuing Banks (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (iib) 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 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 (each such consent not to be (x) unreasonably withheld or delayed, delayed and (y) in the case of Borrowers, the Borrower required at any time an Event of Default shall will have occurred and then be continuing under Section 8.1(a), (f) or (z) in connection with primary syndicationg)); providedprovided that (1) the Borrower’s refusal to accept an assignment to a Disqualified Xxxxxx will be deemed to be reasonable, further (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 (other than to an assignment to a Disqualified Lender) unless it will object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided further, that 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 will be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall will constitute the aggregate amount of the Revolving Credit Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Credit 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 the Borrower and the Administrative Agent or as shall will 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. Notwithstanding anything to the contrary contained in this Agreement, no Lender may sell, assign or transfer all or any portion of 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 its Subsidiaries or Affiliates.

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 Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender, (ii) any Affiliate or Loans owing 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 it any such other Person that is the holder of any Bridge Obligations, Junior Subordinated Notes, Senior Subordinated Notes or other Obligations (preferred Stock of the Borrower, such acceptance shall be in the sole and absolute discretion of the Administrative Agent) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that pro rata assignments shall (x) such Sales do not have to be required 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 assignment shall be Facility, the aggregate outstanding principal amount (determined as of a uniform, and not varying, percentage the effective date of all rights and obligations under and in respect of any the applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (iAssignment) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Loans, Commitments 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 L/C Obligations subject 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) Sale shall be in an aggregate a minimum amount of not less than (A) $2,500,000 1,000,000, unless such Sale is made to an existing Lender or the Dollar Equivalent thereof (an Affiliate or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount Approved Fund of any existing Lender, is of the Revolving Commitments assignor’s (together with its Affiliates and Revolving Loans Approved Funds) entire interest in such Facility or is made with the prior consent of the assigning Lender) with respect Borrower and the Administrative Agent. Notwithstanding the foregoing, any such Sales by Non-Funding Lenders shall be subject 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 LoansAgent’s prior written consent in all instances.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (Obligation; provided, however, that pro rata assignments shall not be required and that: (i) 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):; (iii) each assignment shall be to any Person an Eligible Assignee; (iii) if to an Eligible Assignee meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee,” upon prior written notice of the giving of notice assignment shall have been given to Borrowers Company and Administrative Agent; and; (iiiv) to any Person in the case of an Eligible Assignee 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 GSCPBNPP), consented to by each of Borrowers Company, each Issuing Bank and Administrative Agent shall have consented to such assignment (such consent not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or continuing); (zv) 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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); (vi) with respect the parties to each such assignment shall execute and deliver to the assignment 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 Revolving Commitments and Revolving Loans and (BAdministrative Agent) $1,000,000 or, with respect shall pay 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 Loansa $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 all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Borrowers 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 Borrowers the Borrower and the 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)Agent, consented to by each of Borrowers and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed 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 or any of its affiliates), consented to by the Borrower (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes9.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments 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, 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) 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 delayeddelayed or, (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 syndicationcontinuing); 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) 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. Series B Term Loan, European Term Loan Loans or New Term Loans of a series of the assigning Lender) with respect to the assignment of Term Loans.

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 Investments owing to it or other Seller Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan 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 Borrowers 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 meeting otherwise constituting an Eligible Assignee with the criteria consent of clause (ii) each of the definition of Administrative Agent, the term of “Eligible Assignee” upon giving of notice to Borrowers LC Bank and Administrative Agent andthe Seller (in each case, 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 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 pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) hereunder shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Seller and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning LenderPurchaser) with respect to the assignment of the Revolving Commitments and Revolving Loans 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 (Bb) $1,000,000 or, 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 the European Term Loans, the Dollar equivalent thereof (any assignment or such lesser amount as may be agreed participation made 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 Loansan 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 or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 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 Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time (1) an Event of Default shall have occurred and then be continuing or (z2) in connection during syndication of the Loans and Commitments, at which times the Company shall be notified and consulted with primary syndicationrespect to and prior to any such assignment); 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 purposes10.6(c) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New Term Loans B of the assigning Lender) with respect to the assignment of Term Loans.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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Borrower Representative and Administrative AgentAgent but with no consent required of any of them; and (ii) to any Person meeting the criteria of clause (iib) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers Borrower Representative 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)Person, consented to by each of Borrowers Borrower Representative and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower 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 or (z) in connection with primary syndicationcontinuing); provided, further 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) (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 5,000,000 (or such lesser amount as may be agreed to by Borrowers Borrower Representative 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, 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 to any Eligible Assignee all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment and Loans or Loans owing to it or other Obligations (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): other Obligations; provided that (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 GE Capital and any of its Affiliates, the Administrative Agent and each L/C Issuer must give its prior written consent to GSCPsuch assignment (which consent shall not be unreasonably withheld), consented to by each of Borrowers and Administrative Agent (such consent not to be (xii) unreasonably withheld or delayed, (y) except in the case of Borrowersan assignment to a Person meeting the criteria of clause (a) of the definition of the term Eligible Assignee, required or any assignment made at any a time when an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndication); providedcontinuing, further each the Borrower must give its prior written consent to such assignment pursuant (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to this Section 10.6(c)(iia Person meeting the criteria of clause (a) (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 definition of the term Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender) ’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iv) each partial assignment shall be made as an assignment of 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 a proportionate part of the U.S. Term Loan, European Term Loan or New Term Loans of all the assigning Lender’s rights and obligations under this Agreement and (v) with respect the assignee, if it shall not be a Lender, shall deliver to the assignment of Term LoansAdministrative 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 including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Term Loan Commitments): (i) to any Person (other than a Disqualified Institution) meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Bxxxxxxx and Administrative Agent; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible 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 Borrower (which shall not be unreasonably withheld, delayed or conditioned 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 (iiiv) 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 if an Event of Default shall have as occurred and then be continuing or (z) in connection is continuing, to any other Person constituting an Eligible Assignee, with primary syndication)the consent of Administrative Agent; provided, further that each such assignment pursuant to this Section 10.6(c)(ii) and (treating contemporaneous assignments by or to Related Funds as one assignment for such purposesiii) 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 Bxxxxxxx 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, 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 LoansAgent).

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 Obligation (providedprovided that, however, that pro rata assignments shall will not be required and required, but each such assignment shall will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsCommitment): (i) to any Person meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Administrative Agent and Administrative Agentthe Borrower and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Swing Line Lenders and the Issuing Banks (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (iib) 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 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 (each such consent not to be (x) unreasonably withheld or delayed, delayed and (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall will have occurred and then be continuing under Section 8.1(a), (f) or (z) in connection with primary syndicationg)); providedprovided that (1) the Borrower’s refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, further (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 (other than to an assignment to a Disqualified Lender) unless it will object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided further, that 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 will be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall will constitute the aggregate amount of the Revolving Credit Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Credit 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 the Borrower and the Administrative Agent or as shall will 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. Notwithstanding anything to the contrary contained in this Agreement, no Lender may sell, assign or transfer all or any portion of 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 its 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 AgreementDMFIRM #406105327 v12 244 (1) the Borrower, including all or a portion provided that the consent of its Commitment or Loans owing the Borrower to it or other Obligations any assignment (provided, however, that pro rata assignments x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) the Swing Line Lender and (4) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect 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 applicable Loan and Class without assigning or transferring any related Commitments): (i) to any Person meeting the criteria portion of clause (i) its Commitment or of the definition of the term of “Eligible Assignee” upon the giving of notice Loans owing 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 andit, in as the case may be, of assignments of Revolving Loans or Revolving Commitments to any such Person other Class; and (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 (zC) in connection with primary syndication); providedany assignment of rights and obligations of any Defaulting Lender hereunder, further each no 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 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 of not less than sufficient, upon distribution thereof as appropriate (A) $2,500,000 or the Dollar Equivalent thereof (or such lesser amount as which may be agreed to outright payment, purchases by Borrowers and Administrative Agent the assignee of participations or as shall constitute subparticipations, or other compensating actions, including funding, with the aggregate amount consent of the Revolving Commitments 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 assigning Lenderapplicable assignee and assignor hereby irrevocably consent), to (1) with respect pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 orAdministrative Agent, with respect to the European Term Loanseach Issuing Bank, 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.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 (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): (iLoan) 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 or (ii) of the definition of the term of “Eligible Assignee” upon giving with the consent 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 Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, (y) in the case of BorrowersBorrower, 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 connection with primary syndicationrespect of such affiliated assignments only notice to the Borrower and Administrative Agent will be required); 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) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.6(c) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent or as Agent, (y) shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans Loan of the assigning Lender or (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 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 including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender Assignment”) upon the giving of notice to Borrowers Borrower Representative and Administrative AgentAgent 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” upon giving of notice to Borrowers and Administrative Agent and, (other than a Person described in the case of assignments of Revolving Loans or Revolving Commitments to any such Person foregoing subclause (i)) and (except in the case of assignments made by or to GSCP), JPMCB) consented to by each of Borrowers Borrower Representative and Administrative Agent and, for any assignment of Revolving Commitment, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower 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 or (z) in connection with primary syndication); providedcontinuing, 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) provided that Borrower Representative 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 deemed to by Borrowers and Administrative Agent or as have consented to any proposed assignment unless Borrower Representative shall constitute the aggregate amount object within five Business Days after having received notice 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, 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 Loansproposed assignment).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to 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), any Joint Lead Arranger or any of its Affiliates in connection with the primary syndication or otherwise) being consented to by each of Borrowers and the Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have has occurred and then is continuing and the consent of the Borrower shall be continuing or (z) in connection with primary syndicationdeemed 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 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, 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 Tranche B Term Loan or New Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 Revolving Commitment or Revolving Loans owing to it or other Obligations (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 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 Borrowers 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 Borrowers the Borrower and the 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)Person, consented to by each of Borrowers the Borrower and the Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, that 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 purposes10.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, 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 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 Obligation owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice (subject to Borrowers and Administrative Agent; and (iiSection 10.6(i)) 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 the Persons specified below (each such consent not to be (x) unreasonably withheld or delayed, ): (yi) Company; provided that no consent of Company shall be required (x) in the case of Borrowersany Lender, required at for an assignment of any time 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 shall have pursuant to Section 8.1(a), (f) or (g) has occurred and then be is continuing or (z) in connection 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 primary syndicationrespect 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 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 purposes10.6(c) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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 applicable 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.-189- 105376510

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 it, Note or Notes held by it, or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not -------- ------- varying, percentage of all rights and obligations under and in respect of any applicable Loan and any 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 Borrowers 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 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 Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Commitments, Revolving Loans of the assigning Lender) 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 Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Delayed Draw Term Loan or Commitments, Delayed Draw Term Loans, New Term Loans and/or New Term Loan Commitments of the assigning LenderLender with 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 including, without limitation, all or a portion of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers Company and Administrative Agent and, in the case of assignments of Revolving Loans or Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to GSCPBNPP), consented to by each of Borrowers and Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default under Section 8.1(a) or (f) shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New Term applicable Class of 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 Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Company and Administrative Agent; andprovided 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, (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 Company and Administrative Agent and, in the case of assignments of Revolving Loans or Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to GSCPBNP), consented to by each of Borrowers and Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default under Section 8.1(a) or (f) shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Tranche C Term Loan or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans, and (iii) to any Person meeting the criteria of clause (iii) of the definition of the term “Eligible Assignee” so long as such sales, assignments or transfers are in accordance with the procedures set forth in Section 10.6(i) hereof.

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 Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, upon (A) the giving of notice to the Borrower and the Administrative Agent and (B) except in the case of assignments made by or other Obligations to any Arranger or any Affiliate thereof during the primary syndication of the credit facility established hereunder on the Closing Date, receipt of prior written consent (providedeach such consent not to be unreasonably withheld or delayed) of (1) the Borrower, however, provided that pro rata assignments the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, 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 $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 consented 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; provided, that such consent of the Borrower (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) 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; (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) with respect to the assignment Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect owing to the European Term Loans, the Dollar equivalent thereof (it of any Class without assigning or such lesser amount as may be agreed to by Borrowers and Administrative Agent transferring any portion of its Commitment or as shall constitute the aggregate amount of the U.S. Term LoanLoans owing to it, European Term Loan or New Term Loans as the case may be, of the assigning Lender) with respect to the assignment of Term Loans.any other Class; and

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 it, Note or Notes held by it, or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 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 Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and and/or Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and and/or Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof 500,000 (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan Loans or New Term Loans of a Series of the assigning Lender) with respect to the assignment of the Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata 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):it: (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 the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); 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 GSCPAlly), consented to by each of Borrowers the Borrower, the Administrative Agent, the Swing Line Lender and Administrative Agent each Issuing Bank (such consent (A) not to be (x) unreasonably withheld withheld, conditioned or delayed, or (y) in the case of Borrowersthe 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 or and (zB) in connection with primary syndicationthe case of the Borrower, except for any assignment to any Person that is a competitor of the Borrower, shall be deemed to have been given if the Borrower has not responded to a request for consent within 10 Business Days after the making of such request); 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, 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 Commitment (Revolver) or Loans owing to it or other Obligations (provided, however, 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 or Loan (Revolver) and any related Commitments): Commitments (iRevolver)) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i) consent 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 (each 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 provided that: (1) each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $2,500,000 or the Dollar Equivalent thereof 2,500,000, (or II) such lesser amount as may be agreed to by Borrowers the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any Commitments and Revolving Loans (Revolver) of the assigning Lender; and (2) with respect to the assignment no consent 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 the Borrower shall be required for any assignment by Xxxxxxx Xxxxx (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 Xxxxxxx Xxxxx, and (3) except as shall constitute set forth in (2) above, the aggregate amount consent of the U.S. Term LoanBorrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, European Term Loan or New Term Loans (y) the proposed assignee is a Person that, at the time of the assigning Lenderassignment, is a Lender or (z) with respect the proposed assignee is Xxxxxxx Xxxxx or an Affiliate of Xxxxxxx Xxxxx at a time when neither Xxxxxxx Xxxxx nor an Af filiate of Xxxxxxx Xxxxx is a Xxxxxx and neither Xxxxxxx Xxxxx nor an Af f i liate of Xxxxxxx Xxxxx was, immediately prior to the assignment of Term Loansceasing to be a Lender hereunder, a Defaulting Xxxxxx.

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 Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, upon (A) the giving of notice to the Borrower and 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 Obligations than to any Eligible Assignee meeting the requirements of clause (providedi) above), howeverthe amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $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 pro rata assignments 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; (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) 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 LoansLender 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 or Loans owing to it or other Borrower Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) or of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Borrower and Administrative Agent; and (ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria consent of clause the Administrative Agent, and (i) with respect to the assignment of any Revolving A Loans or any Revolving A Commitment, the consent of the LC Bank or (ii) with respect to the assignment of any Revolving B Loans or any Revolving B Commitment prior to the Revolving A Scheduled Commitment Termination Date, the consent 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 Borrower (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 provided that (x) unreasonably withheld the Borrower’s consent shall not be withheld, conditioned or delayed, delayed unless the Borrower reasonably believes that the financial condition of the proposed Eligible Assignee creates a material risk that such Eligible Assignee would not be able to fulfill its obligations hereunder and (y) in no such consent of the case of Borrowers, Borrower shall be required at any time an Event of Default shall have has occurred and then be continuing or (z) in connection with primary syndicationis continuing); 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) hereunder shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, 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 including, without limitation, all or a portion of its Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (providedPROVIDED, howeverHOWEVER, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Borrowers 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 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 Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); providedPROVIDED, further 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and and/or Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and and/or Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof 500,000 (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan Loans or New Term Loans of a Series of the assigning Lender) with respect to the assignment of the 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 Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to 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 the Borrower Representative 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), and consented to by each of Borrowers and the Administrative Agent (such consent not to be unreasonably delayed or withheld) and the Borrower Representative (such consent not to be (x) unreasonably withheld or delayed, (y) in required with respect to any person meeting the case criteria of Borrowers, clause (i) of the term “Eligible Assignee” or (z) required (1) at any time an Event of Default arising under Section 8.1(a), (f) or (g) shall have occurred and then be continuing or (z2) in connection with during the primary syndicationsyndication of the Loans); provided, further provided that each such assignment pursuant to this Section 10.6(c)(ii10.6(c) (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 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower Representative and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the applicable Class of the assigning Lender) with respect to the assignment of Loans. The Borrower Representative shall be deemed to have consented to any such assignment for which its consent is required hereunder unless the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect Borrower Representative shall object thereto by written notice 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 within 105 Business Days after having received notice of the U.S. Term Loan, European Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Term Loanssuch proposed assignment.

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 (providedprovided that, however, that pro rata assignments shall will not be required and required, but each such assignment shall will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsCommitment): (i) to any Person meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Administrative Agent and Administrative Agentthe Borrower and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Swing Line Lenders and the Issuing Banks (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (iib) 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 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 (each such consent not to be (x) unreasonably withheld or delayed, delayed and (y) in the case of Borrowers, the Borrower required at any time an Event of Default shall will have occurred and then be continuing under Section 8.1(a), (f) or (z) in connection with primary syndicationg)); providedprovided that (1) the Borrower’s refusal to accept an assignment to a Disqualified Xxxxxx will be deemed to be reasonable, further (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 (other than to an assignment to a Disqualified Lender) unless it will object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided further, that 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 will be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall will constitute the aggregate amount of the Revolving Credit Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Credit 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 the Borrower and the Administrative Agent or as shall will 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. 155722702_14171748492_2 Notwithstanding anything to the contrary contained in this Agreement, no Lender may sell, assign or transfer all or any portion of 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 its 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 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 Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company 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 Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to 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 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 GSCPXxxxxx Xxxxxxx), consented to by each of Borrowers the 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" consented to by each of Borrower, Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, the Issuing Bank and the Swing Line Lender (such consent not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes11.06(c)(ii) shall be in an aggregate amount of not less than (AI) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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 (BII) $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 Borrower 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 Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Company and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (iib) or (c) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers and Administrative Agent and, in and obtaining the case prior written consent 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 Borrower Representative (such consent not to be (x) unreasonably withheld withheld, conditioned or delayed, (y) ; it being understood that the Borrower Representative will be deemed to have provided such consent in the case of Borrowers, required at any time an Event of Default event that it shall have occurred failed to respond to a consent request made in writing and then be continuing or (z) delivered in connection accordance with primary syndicationSection 10.1 within five Business Days of such delivery); provided, further that 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers 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, 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; provided, that the Related Funds of any individual Lender may 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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers 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 Borrowers Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof 2,500,000 (or such lesser amount as may be agreed to by Borrowers Borrower 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 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 A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT or to GSCP), consented to by each of Borrowers Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European 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 at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsLoan): (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 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 the giving of notice to Borrowers 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 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)Agent; 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 purposes9.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, no Lender shall assign or sell participations of all or a portion of its interest in a Loan to any Person who is (A) with respect listed on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) and/or on any other similar list maintained by the OFAC pursuant to the assignment of the Revolving Commitments and Revolving Loans and any authorizing statute, Executive Order or regulation; or (B) $1,000,000 orincluded within the term “designated national” as defined in the Cuban Assets Control Regulations, with respect 31 C.F.R. Part 515; provided further, however that notwithstanding anything to the European Term Loanscontrary hereunder, no Lender shall have the Dollar equivalent thereof right at any time to sell, assign or transfer all or a portion of its rights and obligations as a Lender under this Agreement without prior consultation with the Company (or such lesser amount as may be agreed to by Borrowers unless an Event of Default has occurred 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 Loansis continuing).

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 at the time owing to it or other Obligations (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 it) with respect of any applicable to Term Loans and/or Term Loan and any related Commitments):: (iA) to any Person meeting the criteria of clause (ia) or (d) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Holdings and the Administrative Agent; and; (iiB) to any Person meeting the criteria of clause (iib) 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 of notice effect to Borrowers such assignment pursuant to Section 10.07(j); and Administrative Agent andprovided, in notwithstanding the case of assignments of Revolving Loans or Revolving Commitments to any such Person foregoing clauses (except in the case of assignments made by or to GSCPi) and (ii), consented to by each the consent of Borrowers Holdings shall not be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and Administrative Agent (such consent not to be is continuing; provided, further, (x) unreasonably withheld or delayedHoldings’ refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, (y) in the case of BorrowersHoldings’ consent will be required with respect to any assignment to Disqualified Lenders, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndication); providedto the extent the consent of Holdings is required, further each Holdings shall be deemed to have consented to such assignment pursuant (other than an assignment to this Section 10.6(c)(iia Disqualified Lender) (treating contemporaneous assignments unless they have objected by or written notice 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 within ten (10) Business Days 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, 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 Loanshaving received written 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 or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower and the 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 the Borrower and the Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of Borrowersthe Borrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount held by the assigning Lender of the U.S. Tranche A Term LoanLoans, European Tranche B Term Loan Loans or New Term Loans of the assigning Lendera Series) with respect to the assignment of Term Loans; provided that Related Funds shall be aggregated 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 (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers 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 Borrowers Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company 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 Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower and the 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)Agent, consented to by each of Borrowers and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed 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 Borrowersthe Borrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes9.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments 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, 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 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 Company and Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 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, with respect to the European Term Loans, the Dollar equivalent thereof 500,000 (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New Term Incremental Loans of the assigning Lender) with respect to the assignment of Term Loans and Incremental Loans.

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 Revolving Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; 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) no consent of the Borrower shall be required for an assignment to any Person meeting the criteria of clause (ia) 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 (ii) the term of “Eligible Assignee” upon the giving of Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Borrowers and the Administrative Agent within five Business Days after receipt of written notice thereof; (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) Xxxxxx Xxxxxxx or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or an Approved Fund of the assignor; (C) the Swing Line Lender; and (iiD) to any Person meeting the criteria of clause Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the definition entire remaining amount of the term assigning Lender’s Revolving Commitments or Loans under the Facility, the amount of the Revolving Commitments or Loans of the assigning Lender 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 (C) the Eligible Assignee” upon giving of notice , if it shall not be a Lender, shall deliver to Borrowers and 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 Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (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 an Assignment 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 Assumption covering all of the assigning Lender) with respect ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the assignment of the Revolving Commitments benefits and Revolving Loans and (B) $1,000,000 or, with respect subject to the European Term Loansobligations of Sections 3.01, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers 3.04 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 Loans3.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower Representative and the 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)Person, consented to by each the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of Borrowers 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, delayed or (y) in the case of Borrowersthe Borrower Representative, required at any time an Event of NY\6180200.13 Default shall have described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and then be continuing or (z) in connection with primary syndicationis continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes10.06(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof 500,000 (or such lesser amount as may be agreed to by Borrowers the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the U.S. Tranche A Term Loan, European Tranche B Term Loan or New Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers the Borrower and the Administrative Agent and, in the case of assignments of Revolving Term Loans or Revolving Term Loan Commitments to any such Person (except in the case of assignments made by or to GSCPXxxxxxx Xxxxx), consented to by each of Borrowers the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of Borrowersthe Borrower, required at any time an Event of Default under Section 8.1(a), (b), (g) or (h) shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 five Business Days after having received notice thereof; 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, 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 LoansLoans and contemporaneous assignments to or by more than one Related Fund will be treated as one assignment for this purpose; provided, that notwithstanding the foregoing, no 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, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations to any Competitor.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ii)(a) or clause (ii)(a) 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 otherwise constituting an Eligible Assignee with the criteria consent 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 withheld, 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 syndicationconditioned); 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 purposes10.6(c) shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Company Representative 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount (x) as may be agreed to by Borrowers the Company Representative and Administrative Agent or Agent, (y) as shall constitute the aggregate amount of the U.S. Multi-Draw Term Loan, European Loans or Multi-Draw Term Loan or New Term Loans Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of 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 all or a portion of its Commitment Commitment, LC Deposit or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to 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 Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (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 syndicationcontinuing); 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 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) 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. Assignments by Related Funds shall be aggregated 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 any of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 the giving of notice to Borrowers 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), and consented to by each of Borrowers Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further further, that (A) Borrower shall be deemed to have consented to any such assignment of unless it shall object thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (Aw) $2,500,000 or the Dollar Equivalent thereof 1,000,000, (or x) such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute Agent, (y) the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) Lender with respect to the assignment Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund 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 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 owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers each 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 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 GSCPthe Lead Arrangers), consented to by each of Borrowers and Borrower, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of Borrowerseach Borrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further 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 purposes10.7(c)(ii) shall be in an aggregate amount of not less than Base Currency Amount (A) $2,500,000 5,000,000 or the Dollar Equivalent thereof its currency equivalent (or such lesser amount as may be agreed to by Borrowers each Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning LenderBank) 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 or its currency equivalent thereof (or such lesser amount as may be agreed to by Borrowers each Borrower and Administrative Agent or as shall constitute the aggregate amount of or the U.S. Xerium B Term Loan, European XTI B Term Loan, Italia B Term Loan, Xxxxx-Xxxxxxxx B Term Loan, Weavexx B Term Loan, Austria B Term Loan or New German B Term Loans Loan of the assigning LenderBank) with respect to the assignment of B 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 Commitment, Funded Letter of Credit Participations or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable 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 Borrowers 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 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 Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers 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 and Loans, (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 Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term LoanFunded 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, European 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 or New Term Loans 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 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and -------- ------- each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Borrowers 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 Borrowers and Administrative Agent " and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person 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 assignments made an assignment by or GSCP to GSCP)a bank, consented such consent not to be unreasonably withheld) and Company and (B) in all other cases, by each of Borrowers 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 delayeddelayed or, (y) in the case of BorrowersCompany, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers and 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) with respect to the assignment of the Term Loans, 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 Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Borrower, Administrative AgentAgent and, with respect to Revolving Commitments or Revolving Loans, Issuing Bank; 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 which (except in the case of assignments made by or to GSCPGSCP (other than assignments of Revolving Commitments or Revolving Loans, which shall require the consent of the Issuing Bank, which consent shall not be unreasonably withheld or delayed), ) has been consented to by each of Borrowers and Borrower, Administrative Agent and, with respect to Revolving Commitments or Revolving Loans, Issuing Bank (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default under 8.1(a), 8.1(b)(i), 8.1(f) or 8.1(g) shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); 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 Borrower, Administrative Agent and Issuing Bank, 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan Loans 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 (provided, however, that pro rata assignments assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ii)(a) or clause (ii)(a) 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 otherwise constituting an Eligible Assignee with the criteria consent 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)Agent; 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof 5,000,000 (or such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent or Agent, (y) as shall constitute the aggregate amount of the U.S. Term Loan, European Loans or Term Loan or New Term Loans Commitments of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; 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 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 it, Note or Notes held by it, or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers 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)Person, consented to by each of Borrowers Company and Administrative Agent (such consent (x) not to be (x) unreasonably withheld or delayed, (y) in the case of BorrowersCompany, not required at any time an Event of Default shall have occurred and then be continuing or and (z) in connection with primary syndicationthe case of Company when no Event of Default has occurred and is continuing, to be deemed to have been given by Company unless Company objects to such assignment within five Business Days after having received written notice of such assignment); 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and and/or Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and and/or Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof 500,000 (or such lesser amount as may be agreed to by Borrowers Company and Administrative Agent or as shall constitute the aggregate amount of the U.S. Closing Date Term Loan, European Term Loan Loans or New Term Loans of a Series of the assigning Lender) with respect to the assignment of the Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” with the consent of Issuing Banks (such consent not to be unreasonably withheld or delayed) and upon the giving of notice to Borrowers 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 Xxxxxxx Xxxxx 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 of “Eligible Assignee” upon giving of notice to Borrowers and Administrative Agent and”, in the each case of assignments clauses (x) and (y) with the consent of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP)Administrative Agent, consented to by each of Borrowers Issuing Banks and Administrative Agent Borrower (such consent consents not to be (xa) unreasonably withheld or delayed, delayed or (yb) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further 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) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (Aw) $2,500,000 or the Dollar Equivalent thereof 1,000,000, (or x) such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute Agent, (y) the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender or (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) 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 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 owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Xerium and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Xerium and Administrative Agent and(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 (except in the case of assignments made by or to GSCPthe Lead Arranger), consented to prior written consent by each of Borrowers and Xerium, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersXerium, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further 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 purposes10.7(c)(ii) shall be in an aggregate amount of not less than Base Currency Amount (A) $2,500,000 5,000,000 or the Dollar Equivalent thereof its currency equivalent (or such lesser amount as may be agreed to by Borrowers and 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 and Revolving Loans of the assigning LenderBank) 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 or its currency equivalent thereof (or such lesser amount as may be agreed to by Borrowers and 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 or the U.S. Xerium B Term Loan, European XTI B Term Loan, Italia B Term Loan, Xerium Canada SW B Term Loan, Xerium Canada Wxx B Term Loan, Austria B Term Loan or New German B Term Loans Loan of the assigning LenderBank) with respect to the assignment of B Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments and further provided that if Silver Point and its Related Funds sell, assign, or transfer a portion of their Commitment or Loans owing to them or other Obligations to any Person meeting the criteria of clauses (b), (c) or (d) of the definition of the term of “Eligible Assignee” such that Silver Point and its Related Funds would hold less than fifty percent (50%) of the Lenders’ Commitments, Loans, or other Obligations, such sale, assignment, or transfer shall require the consent of the Company, which consent shall not be unreasonably withheld or delayed): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Company and Administrative Agent; and (ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria consent 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)Agent; 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers 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, 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments; 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 Borrowers 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 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 Company (except during the existence of an Event of Default) and Administrative Agent (each 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 1,000,000 (or such lesser amount as may be agreed to by Borrowers 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Company 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 the Term LoansLoan.

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 Borrower Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers the Borrower and the Administrative Agent; and (ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria consent of clause (ii) each of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers and Administrative Agent andand the Borrower (in each case, 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); provided, that (yi) in no consent of the case Borrower shall be required if an Event of Borrowers, required at any time Default has occurred and is continuing and (ii) unless an Event of Default shall have occurred and then exists, no assignment may be continuing or (z) in connection with primary syndication)made to an Ineligible Institution; 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) hereunder shall be in an aggregate amount of not less than (A) $2,500,000 or the Dollar Equivalent thereof 1,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans 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 (Bb) $1,000,000 or, the Borrower and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is an Ineligible Institution and that the Administrative Agent shall have no liability with respect to the European Term Loans, the Dollar equivalent thereof (any assignment or such lesser amount as may be agreed participation made 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 Loansan 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 (provided, however, that pro rata assignments shall not be required and each assignment 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 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 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 Borrowers 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 GSCPGSLP or Xxxxxxx Xxxxx Bank USA), consented to by each of Borrowers Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further that 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 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, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan Commitments, or New Term Loans of a Series of the assigning Lender) 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 Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers Borrower and Administrative Agent; and and (ii) to any Person meeting the criteria of clause clause (ii) of the definition of the term of “Eligible Assignee” upon giving with the consent (except in the case of notice assignments of Term Loans made by or to Borrowers and the Arrangers) of 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)Commitments, consented to by each of Borrowers and Administrative Agent Borrower (such consent consents not to be (x) unreasonably withheld or delayed, delayed or (y) in the case of BorrowersBorrower, required at any time an Event of Default shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, provided further that (A) Borrower shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments 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) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (Aw) $2,500,000 or the Dollar Equivalent thereof 1,000,000, (or x) such lesser amount as may be agreed to by Borrowers Borrower and Administrative Agent or as shall constitute Agent, (y) the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) Lender with respect to the assignment Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund 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 Commitment Commitment, Synthetic LC Deposit or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers 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 Borrowers 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 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)Agent; 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 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, 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 LoansLoans and (B) $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; provided, that assignments (x) by or to a Restricted Sponsor Affiliate shall be further subject to Section 10.6(j) and (y) to Borrower shall be further subject to Section 10.6(k).

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 Commitments and its rights and obligations with respect to Loans) to (i) any Eligible Assignee, (ii) any other Person acceptable (which acceptance shall not be unreasonably withheld or Loans owing delayed) to it 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 Obligations (than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that pro rata assignments shall not be required and (w) for each assignment shall be Loan, the aggregate outstanding principal amount (determined as of a uniform, and not varying, percentage the Closing Date of all rights and obligations under and in respect of any the applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (iAssignment) of the definition 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 any existing Lender, is of the term assignor’s (together with its Eligible Assignees) ​ ​ entire interest in such facility or is made with the prior consent of “Eligible Assignee” upon Borrower (to the giving of notice to Borrowers extent required) and Administrative Agent; and , (iix) to any Person meeting such Assignment shall be effective only upon the criteria acknowledgement in writing 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 sale by or to GSCP), consented to by each of Borrowers and Administrative Agent (such consent acknowledgment not to be (x) unreasonably withheld withheld, conditioned, or delayed), and (y) in interest accrued prior to and through the case date of Borrowers, required at any time an Event of Default shall have occurred and then such Assignment may not 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) 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 Loansassigned.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata 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):it: (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 the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); 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 GSCPDBNY), consented to by each of Borrowers the Borrower, the Administrative Agent, the Swing Line Lender and Administrative Agent each Issuing Bank (such consent (A) not to be (x) unreasonably withheld withheld, conditioned or delayed, or (y) in the case of Borrowersthe Borrower, required at any time a Default or an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing or and (zB) in connection with primary syndicationthe case of the Borrower, except for any assignment to any Person that is a competitor of the Borrower, shall be deemed to have been given if the Borrower has not responded to a request for consent within 10 Business Days after the making of such request); 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 5,000,000 (or such lesser amount as may be agreed to by Borrowers the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, 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 Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Administrative AgentAgent but with no consent required of any of them; and (ii) to any Person meeting the criteria of clause (iib) 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)Person, consented to by each of Borrowers Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of BorrowersBorrower, required at any time an Event of Default with respect to any Borrower under Sections 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing or (z) in connection with primary syndicationcontinuing); provided, further further, that 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 5,000,000 (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) 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).