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 Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 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 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 1095171012\7\AMERICAS (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, upon (A) the giving of notice to the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank and (B) receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) each Issuing Bank and (4) the Swing Line Lender; provided that: (A) in the case of any such assignment or transfer (other Obligations 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, 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, howeverthat such consent of the Borrower (x) shall not be required if an Event of Default under Section 8.1(a), that 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 Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) assigning Lender hereunder; provided that the Borrowers shall be deemed to have consented to an assignment of a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless they and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall have objected thereto by written notice make such additional payments to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 sufficient, upon distribution thereof as appropriate (or, in each case, such lesser amount as (x) which may be agreed to outright payment, purchases by Borrowers the assignee of participations or subparticipations or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s applicable Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (y1) shall constitute the aggregate amount of the Loan of the assigning pay and satisfy in full all payment liabilities then owed by such Defaulting Lender with respect to the Class Administrative Agent, each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its applicable Pro Rata Share of all Revolving Loans being assigned or and participations in Letters of Credit, Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (z) may be C), then the amount assigned by an assigning Lender to an Affiliate or Related Fund assignee of such Lender) with respect interest shall be deemed to the assignment be a Defaulting Lender for all purposes of Loans.this Agreement until such compliance occurs; 1095171012\7\AMERICAS

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 Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan of and any Class related Commitment): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (ii)(a) or clause (iiii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee (other than, so long as no Event of Default has occurred and is continuing, a Disqualified Institution) with the consent of (x) Administrative Agent Credit Party Representative (such consent not to be unreasonably withheld so long as no Default or delayed) or (y) unless an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have has occurred and then be is continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided it being understood that the Borrowers Credit Parties shall be deemed to have consented approved such assignment if Credit Party Representative fails to an either consent to or reject such assignment of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereofany request for such consent by Administrative Agent, and (y) Administrative Agent; provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount (A) as (x) may be agreed to by Borrowers Credit Party Representative and Administrative Agent, (yB) as shall constitute the aggregate amount of the Term Loans and Term Loan Commitments of a particular Class of the assigning Lender with respect to the Class of Loans being assigned or (zC) may be the amount as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Loansthe Term Loans and the Term Loan 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with the consent upon giving of (x) notice to Company and Administrative Agent and, in the case of assignments of Revolving Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to BNP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time an Event of Default under Section 8.01(a), Section 8.01(f8.1(a) or Section 8.01(g(f) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof); provided, that further, each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche C Term Loan or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class Loan): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned) provided shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrowers Borrower shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 10.06(c11.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loan Loans of the assigning Lender with respect Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to the Class any assignment of Loans being assigned all or (z) may be the amount assigned by an assigning Lender any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of such Lenderthe assignor or (y) with respect to the assignment if an Event of 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or of the definition of the term “Eligible Assignee”; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with and consented to by each of the consent of (x) Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld withheld, delayed or delayed) or conditioned and (y) unless in the case of the Borrower, (1) required at any time 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 continuingcontinuing or (2) required during each of (aa) the period commencing with the 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, each Borrower 2026 and (such consent not to be unreasonably withheld or delayedbb) the period from and after the Financial Covenant Sunset Date); provided that (A) the Borrowers Borrower shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received written notice thereof; provided, that and (B) each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (1) $250,000 1,000,000 with respect to the assignment of the Loans, (or, in each case, 2) such lesser amount as (x) may be agreed to by Borrowers the Borrower and the Administrative Agent, (y3) shall constitute the aggregate amount of the Loan Commitments or Loans of the assigning Lender with respect to the Class of Loans being assigned or (z4) may be 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 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 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 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” with upon such Person being consented to by each of the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers Borrower shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five ten (510) Business Days days after having received notice thereof), the Administrative Agent and the Issuing Bank (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, further that each such assignment pursuant to this Section 10.06(c9.05(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 2,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Loans 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 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to Borrowers and Administrative Agent and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) 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) or , (y) unless in the case of Borrowers, required at any time 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, each Borrower continuing or (such consent not to be unreasonably withheld or delayedz) 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 (5) Business Days after having received notice thereofin connection with primary syndication); provided, that further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) (treating contemporaneous assignments by or to a new Lender Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (A) $250,000 2,500,000 or the Dollar Equivalent thereof (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or of the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to Borrower and Administrative Agent and, in the consent case of assignments of Loans, to any such Person (xexcept in the case of assignments made to MSSF, or, until the primary syndication of the Loans is completed, by MSSF) consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) delayed or (y) unless in the case of Borrower, required at any time an Event of Default under Section 8.01(a8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuing); provided, each further, that (A) Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof; provided, that thereof and (B) each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less (x), than $250,000 1,000,000, (or, in each case, y) such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Loans of the assigning Lender Lender) with respect to the Class assignment of Loans being assigned the Loans, 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 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”), howeverthe amount of the Term Loan Commitment or Term 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, that 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 Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) assigning Lender hereunder; provided that the Borrowers shall be deemed to have consented to an assignment of a Lender may assign or transfer all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount its Term Loan Commitment or of the Term Loans owing to it of any Class without assigning or transferring any portion of its Term Loan Commitment or of the assigning Lender with respect Term Loans owing to it, as the Class case may be, 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 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 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Borrower and Administrative Agent 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” Assignee with the prior written consent of (x) Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Borrower, required at any time 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); provided, each further, that (A) Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they shall have objected object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that thereof and (B) each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 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 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), howeverthe amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, that in each case, such lesser amount as shall be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loanshereunder.

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 of and any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loansrelated Commitments)) , to any Person meeting the criteria of clause Eligible Assignee; provided that (i) or unless the assignee is a Lender, the consent of the Administrative Agent and the L/C Issuer shall be required and (ii) unless either (x) the assignee is a Lender or an Affiliate of the definition a Lender or a Related Fund or (y) an Event of the term of “Eligible Assignee” with Default exists, the consent of Borrower shall be required (x) Administrative Agent (each such consent not to be unreasonably withheld withheld, conditioned or delayed) or (y) 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, each ; it being understood that Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall will be deemed to have consented to an assignment of all or a portion of provided such consent in the Loans unless they event that it shall have objected thereto by written notice failed to the Administrative Agent respond to a consent request made in writing and delivered in accordance with Section 10.1 within five (5) 10 Business Days after having received notice thereofof such delivery); provided, provided that each such assignment of Loans or Commitments pursuant to this Section 10.06(c10.6(c) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan 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 Class of Loans being assigned contrary contained herein, the Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or (z) may enforcing the requirement that only Eligible Assignees shall be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of LoansLenders.

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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with upon the consent giving of notice to Administrative Agent; and (xii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans; provided further, that (1) simultaneous assignments by or to two or more related funds will be treated as one assignment for purposes of determining whether the minimum assignment requirement is met and (2) no consent of Company or Administrative Agent shall be required in connection with any assignments to or from GSCP during primary syndication.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (ii)(a) or clause (iiii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld withheld, delayed, or delayed) or (y) unless an Event of Default under Section 8.01(aconditioned), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.6(c) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 1,000,000 (or, in each case, or such lesser amount as (x) 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 such lesser amount (x) as may be agreed to by the Company Representative and Administrative Agent, (y) as shall constitute the aggregate amount of the Multi-Draw Term Loans or Multi-Draw Term Loan Commitments of a particular Class of the assigning Lender with respect to the Class of Loans being assigned or (z) may be the amount 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 Subject to the Restructuring Support Agreement, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the 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) (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (2) the Administrative Agent; provided that: (A) in the case of any such assignment or transfer (other Obligations than to any Eligible Assignee meeting the requirements of clause (providedi) above), however, the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) assigning Lender hereunder; provided that the Borrowers shall be deemed to have consented to an assignment of a Lender may assign or transfer all or a portion of its Commitment or of the Loans unless they shall have objected thereto by written notice owing to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount it of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount any Class without assigning or transferring any portion of its Commitment or of the Loan Loans owing to it, as the case may be, 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 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 Revolving Commitment or Loans owing to it or other Obligations (providedwith, however, that each assignment shall be in all cases other than assignments by or to a Facility Agent or an Affiliate of a uniformFacility Agent, the consent of the Issuing Banks and not varying, percentage of all rights and obligations under and the Swing Line Lender in respect of any Loan of any Class addition to the consents required below): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 the Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to the consent of (x) Borrower and Administrative Agent and (except in the case of assignments made by or to any Facility Agent or their respective Affiliates), consented to by the Borrower, the Administrative Agent and each Issuing Bank (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) provided that in the Borrowers shall be deemed to have consented to an assignment of all or a portion case of the Loans unless they shall have objected thereto by written notice to Borrower, required in connection with the Administrative Agent within five (5) Business Days after having received notice thereofprimary syndication or at any time a Default exists); provided, that further, each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 or integral multiples of $1,000,000 in excess thereof (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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.

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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 the Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to the consent of (x) Borrower Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers Borrower Representative shall be deemed to have consented to an assignment of all or a portion assignments made during the initial syndication of the Loans Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of NY\6180200.13 Default described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.06(c10.06(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower Representative and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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) $500,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender 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 Term Loan Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Term Loan Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person (other than a Disqualified Institution) meeting the criteria of clause (ia) or clause (iic) of the definition of the term of “Eligible Assignee” upon the giving of notice to 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 (x) Administrative Agent and upon giving notice to the Borrower; (such iii) to any Person otherwise constituting an Eligible Assignee, [***], with the consent of the Borrower (which shall not to be unreasonably withheld withheld, delayed or delayed) or (y) unless an Event conditioned and if Borrower shall not have responded in writing within [***] after receipt of Default under Section 8.01(a)written notice of the proposed assignment, Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented approved such assignment) and Administrative Agent; and (iv) if an Event of Default as occurred and is continuing, to any other Person constituting an assignment Eligible Assignee, with the consent of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereofAgent; provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender and (iii) shall be in an aggregate amount of not less than $250,000 [***] (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Bxxxxxxx and Administrative Agent, (y) shall constitute the aggregate amount of the 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 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 or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the 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 to Fifth Third during the primary syndication of the credit facility established hereunder on the Closing Date, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (2) 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), however, 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 such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood the assigning Lender hereunder; provided that assignments shall not be required to be pro rata among Classes of Loans)) to any Person meeting the criteria of clause (i) a Lender may assign or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 transfer all or a portion of its Commitment or of the Loans unless they shall have objected thereto by written notice owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class and (ii) for the avoidance of doubt and notwithstanding anything to the Administrative Agent within five (5) Business Days after having received notice thereof; providedcontrary contained herein, that each such assignment pursuant to this Section 10.06(c) to the Tranche B Term Loans shall share a new Lender shall single CUSIP and will in all cases be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loansratably.

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 Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, Commitments and not varying, percentage of all its rights and obligations under and in with respect of any Loan of any Class (it 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) or any Eligible Assignee, (ii) of the definition of the term of “Eligible Assignee” with the consent of any other Person acceptable (x) Administrative Agent (such consent which acceptance shall not to be unreasonably withheld or delayed) or (y) unless an to Administrative Agent and as long as no Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be is continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers which acceptances shall be deemed to have consented been given unless an objection is delivered 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 (5) Business Days after having received notice thereofof a proposed Assignment is delivered to Borrower), or (iii) with respect to the Term Loans, to any Person other than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that (w) for each Loan, the aggregate outstanding principal amount (determined as of the Closing Date of the applicable Assignment) of the Loans, and Commitments subject to any such assignment pursuant to this Section 10.06(c) to a new Lender Assignment shall be in an aggregate a minimum amount of not less than $250,000 2,000,000, unless such Assignment is made to an existing Lender or an Eligible Assignee of any existing Lender, is of the assignor’s (or, together with its Eligible Assignees) ​ ​ entire interest in each case, such lesser amount as facility or is made with the prior consent of Borrower (xto the extent required) may be agreed to by Borrowers and Administrative Agent, (x) such Assignment shall be effective only upon the acknowledgement in writing of such sale by Administrative Agent (such acknowledgment not to be unreasonably withheld, conditioned, or delayed), and (y) shall constitute interest accrued prior to and through the aggregate amount date of the Loan of the assigning Lender with respect to the Class of Loans being assigned or (z) any such Assignment may not be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of 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 Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)Loan) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or , (y) unless in the case of Borrower, required at any time 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 continuingcontinuing or (z) required for assignments by a Lender to an Affiliate or Related Fund of such Lender and in respect of such affiliated assignments only notice to the Borrower and Administrative Agent will be required); provided, each that (A) Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that thereof and (B) each such assignment pursuant to this Section 10.06(c10.6(c) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including Agreement on a pro-rata basis only with respect to all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (ii)(a) or clause (iiii)(a) of the definition of the term of “"Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of (x) Administrative Agent (such which consent shall not to be unreasonably withheld or delayed) or (y) 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Applicable Borrower (if no Event of Default has occurred and is continuing) and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 such lesser amount as may be agreed to by the Applicable Borrower (if no Event of Default has occurred and is continuing) and Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loans or Tranche A-1 Term Loans of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations it: (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent (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” with and, in the case of assignments of Revolving Loans or Commitments to any such Person (except in the case of assignments made by or to DBNY), consented to by each of the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank (such consent of (A) not to be (x) Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) , or (y) unless in the case of the Borrower, required at any time a Default or an Event of Default under Section 8.01(a8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuingcontinuing and (B) in the case of the Borrower, each Borrower (such consent not except for any assignment to be unreasonably withheld or delayed) provided any Person that is a competitor of the Borrowers Borrower, shall be deemed to have consented been given if the Borrower has not responded to an assignment of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent request for consent within five (5) 10 Business Days after having received notice thereofthe making of such request); provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Revolving Loans 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 Commitments and Revolving Loans.

Right to Assign. Each Lender shall have the right at any --------------- time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Tranche B Term Loan Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that each such assignment shall be of a --------- ------- uniform, and not varying, percentage of all rights and obligations under and in respect of any Tranche B Term Loan of and any Class related Tranche B Term Loan Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “"Eligible Assignee” with " and, in the consent case of assignments of Loans or Tranche B Term Loan Commitments to any such Person (x) except in the case of assignments made by or to GSCP or to another Lender), consented to by Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Borrower, required at any time 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; provided -------- that, each Borrower (in any event, notice of such consent not to be unreasonably withheld or delayed) provided that the Borrowers assignment shall be deemed given promptly 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 (5) Business Days after having received notice thereofBorrower if its consent is not otherwise required); provided, that -------- further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche B Term Loan Commitments and other Obligations 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 Loans).

Right to Assign. Each Lender shall have the right at any time right, with the consent of the Administrative Agent, 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)1) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower; and (2) to any Person meeting the criteria of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower; and (3) to any other Person with the consent of (x) Administrative Agent the Borrower (such consent not to be (x) unreasonably withheld or delayed) delayed or (y) unless required at any time 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, each Borrower (such consent not to be unreasonably withheld or delayed) ); provided that the Borrowers Borrower shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof; provided, that however, each such assignment pursuant to this Section 10.06(c11.6(c) to a new Lender shall be in an aggregate amount of not less than the lesser of (x) $250,000 10,000,000, (or, in each case, y) such lesser amount as (x) may be agreed to by Borrowers the Borrower and Administrative Agent, Agent or (yz) shall constitute the aggregate amount of the Loan Loans and any related Commitments 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 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 -------- ------- each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “"Eligible Assignee” with " and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to (xA) in the case of assignments of Revolving Loans or Revolving Commitments, Administrative Agent and Issuing Bank (in their sole discretion, except in the case of an assignment by GSCP to a bank, such consent not to be unreasonably withheld) and Company and (B) in all other cases, by each of Company and Administrative Agent and, (such consent in the case of clause (A) with respect to Company and in the case of clause B with respect to Company and Administrative Agent, not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further each such assignment -------- pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company, Administrative Agent and Administrative Agent, (y) Issuing Bank 109 or as shall constitute the aggregate amount of the Loan Term Loans, Revolving Commitments and Revolving Loans 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 Term Loans, Revolving Commitments and Revolving Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower Representative and Administrative Agent but with no consent required of any of them; and (ii) to any Person meeting the consent criteria of clause (xb) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower Representative and Administrative Agent and, in the case of assignments of Loans or Revolving Commitments to any such Person, consented to by Borrower Representative and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Borrower Representative, required at any time an Event of Default under Section 8.01(a8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuing); provided, each further, that (A) Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers Representative shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they shall have objected object thereto by written notice to the Administrative Agent within five (5) ten Business Days after having received notice thereof; provided, that thereof and (B) each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower Representative and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 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 that: (i) each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments; (it being understood that assignments ii) each assignment shall not be required to be pro rata among Classes of Loans)an Eligible Assignee; (iii) if to any Person an Eligible Assignee meeting the criteria of clause (i) or of the definition of “Eligible Assignee,” prior written notice of the assignment shall have been given to Company and Administrative Agent; (iv) in the case of an Eligible Assignee meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with (except in the consent case of (x) assignments made by or to BNPP), each of Company, each Issuing Bank and Administrative Agent shall have consented to such assignment (such consent not to be (x) unreasonably withheld or delayed) delayed or (y) unless in the case of Company, required at any time 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, ); (v) 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans or Hedge L/C Loans or Hedge L/C Commitments of the assigning Lender with respect Lender); (vi) the parties to each such assignment shall execute and deliver to the Class 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 Loans being assigned or (zthe Administrative Agent) may be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect shall pay to the assignment of LoansAdministrative Agent a $3,500 administrative fee.

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 Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, Commitments and not varying, percentage of all its rights and obligations under with respect to Loans and in respect Letters of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)Credit) to any Person meeting of the criteria of clause following Persons (each an “Eligible Assignee”): (i) or any existing Lender, (ii) any Affiliate or Approved Fund of the definition of the term of “Eligible Assignee” with the consent of any existing Lender or (xiii) Administrative Agent any other Person acceptable (such consent which acceptance shall not to be unreasonably withheld or delayed) or (y) 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, 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 (5) Business Days after having received notice thereofand the Borrower; provided, however, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may such Sales must be agreed ratable among the obligations owing to and owed by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the Loan of the assigning such Lender with respect to the Class Facility and (y) the aggregate outstanding principal amount (determined as of Loans being assigned 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 $1,000,000, unless such Sale is made to an existing Lender or (z) may be the amount assigned by an assigning Lender to an Affiliate or Related Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such LenderFacility or is made with the prior consent of the Administrative Agent; provided, further, upon the occurrence of an Event of Default (other than the Existing Alleged Defaults) with respect subsequent to the assignment date of Loansthe Waiver & Amendment No. 3 to this Agreement, the requirements of an Eligible Assignee under this subsection (b) shall no longer require the acceptance of the Borrower under clause (iii) regardless of whether the Administrative Agent and/or Lenders agree to waive or forbear the subsequent Event of Default.”

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 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or of the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon the consent giving of (x) notice to Borrower and Administrative Agent and consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Borrower, required at any time 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); provided, each further, that (A) Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof; provided, that thereof and (B) each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (w) $250,000 1,000,000, (or, in each case, x) such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) shall constitute the aggregate amount of the Loan Loans 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 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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or of the definition of the term “Eligible Assignee” upon the giving of notice to 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” with and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) except in the case of assignments made by or to the Lead Arrangers), consented to by each Borrower, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of each Borrower, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further, each such assignment pursuant to this Section 10.06(c10.7(c)(ii) to a new Lender shall be in an aggregate amount of not less than Base Currency Amount (A) $250,000 5,000,000 or its currency equivalent (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers each Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 LenderBank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or its currency equivalent (or such lesser amount as may be agreed to by each Borrower and Administrative Agent or as shall constitute the aggregate amount or the Xerium B Term Loan, XTI B Term Loan, Italia B Term Loan, Xxxxx-Xxxxxxxx B Term Loan, Weavexx B Term Loan, Austria B Term Loan or German B Term Loan of the assigning Bank) with respect to the assignment of B Term Loans.

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 Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under with respect to Loans and in respect Letters of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)Credit) to any Person meeting the criteria of clause (i) or any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to in writing by the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent and the Issuing Bank (such which consent shall not to be unreasonably withheld or delayed) or (y) 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, each the Borrower (such which consent shall not to be unreasonably withheld or delayed) provided that , and the Borrowers Borrower shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof) unless a Default has occurred and is continuing, in which case, no such consent is required; provided, however, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may such Sales must be agreed ratable among the obligations owing to and owed by Borrowers such Lender and Administrative Agent, (y) shall constitute the aggregate outstanding principal amount (determined as of the Loan effective date of the assigning applicable Assignment) of the Revolving Loans and Letters of Credit subject to any such Sale shall be an integral multiple of $1,000,000, unless such Sale is made to an existing Lender 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 Approved Fund of such any existing Lender, is of the assignor’s (together with its Affiliates’ and Approved Funds’) entire interest in the Revolving Loans or is made with respect to the assignment prior written consent of Loansthe Borrower and the Administrative Agent.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Administrative Agent but with no consent required of any of them (other than in the consent case of an assignment to any such Person that is not already a Lender, in which case, clause (xii) below shall apply); and (ii) to any Person meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee” (or clause (a) in the case of an assignment to any such Person that is not already a Lender) upon giving of notice to Borrowers and Administrative Agent and, in the case of assignments of Loans or Revolving Commitments to any such Person, consented to by each Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Borrower, required at any time an Event of Default with respect to any Borrower under Section 8.01(aSections 8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof); provided, further, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 Loans).

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment and the Loans owing to it it, to: (i) any Eligible Assignee upon the giving of notice to, and the receipt of the prior written consent of, the Borrower and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); provided that the consent of the Borrower shall not be required (A) for an assignment to an Eligible Assignee of the type referred to in clause (a) of the definition of such term or (B) if an Event of Default shall have occurred and is continuing and provided further that after the Closing Date, the consent of the Borrower shall not be unreasonably withheld and, in the case of assignments to Lenders under the Revolving Facility, shall not be required; and (ii) in the case of any such assignment or transfer (other Obligations than to any Person meeting the criteria of clause (provideda) of the definition of the term “Eligible Assignee”), however, that the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $20,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the entire remaining amount of the Commitment or Loans of the assigning Lender); and (iii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loanshereunder.

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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “"Eligible Assignee” with " and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time 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); PROVIDED, 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 (5) Business Days after having received notice thereof; provided, that FURTHER each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and/or Revolving Loans 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/or Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche F Term Loans of the assigning Lender) with respect to the assignment of the Tranche F Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, assignment or transfer, including all or a portion of its Commitment, Loans owing to it it, interests and/or obligations in respect of Letters of Credit or other Obligations (provided, however, provided that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)related Commitment) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with the prior written consent of (x) Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) or of: (yi) unless the Borrower, provided that (x) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have has occurred and then be is continuing, each any other assignee and (y) the Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an any such sale, assignment of all or a portion of the Loans transfer unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (ii) the Administrative Agent, unless a Loan is being assigned to any existing Lender, an Affiliate thereof or an Approved Fund; and (iii) each Fronted LC Issuing Bank; provided, further, that each such partial assignment pursuant to this Section 10.06(c) to a new Lender 8.1A shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitment, Loans and interests in Letters of Credit 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 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 or other Obligation owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) of the definition of the term of "Eligible Assignee" upon the giving of notice to Company and Administrative Agent and, for any assignment of Revolving Loans or Revolving Commitments, with the consent of Administrative Agent, Swing Line Lender and Issuing Bank (such consents 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” with the consent of (x) " consented to by 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 CSFB), consented to by Company, Swing Line Lender and Issuing Bank (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time during the initial syndication of the Loans or at any time 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); provided further, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 1.0 million (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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) $1.0 million (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class (it being understood that assignments related Commitments and each such assignment shall not be required to be include a pro rata among Classes assignment of Loans)the Uncommitted Amount): (i) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “"Eligible Assignee” with " upon the consent giving of notice to Company and Administrative Agent; and (xii) to any Person meeting the criteria of clause (b) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Loans or Commitments to any such Person (except in the case of assignments made by or to J. Xxxx), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Loans of the assigning Lender Lender) with respect to the Class assignment of the Commitments and Loans being assigned and (B) $1,000,000 (or (z) such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount assigned by an of the Loans of the assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Loans.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans owing to it or other Obligations (and the Letters of Credit); provided, however, that each (i) if any such assignment shall be of a uniformthe assigning Lender's Outstandings and Commitment, and not varying, such assignment shall cover the same percentage of all rights such Lender's Outstandings and obligations under and in respect of any Loan of any Class (it 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) or Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the definition date of the term Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than five million Dollars ($5,000,000) or an integral multiple of “one million Dollars ($1,000,000) in excess thereof; and (iii) if such Eligible Assignee” with Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of (x) the Administrative Agent and the Borrower (such which consent shall not to be unreasonably withheld or delayed) ); provided, however, that prior to the Syndication Completion Date, SSBI may in its sole discretion determine to assign a lesser amount or (y) unless an assign to any Person; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring either prior to the Syndication Completion Date or when any 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person other than Excluded Institutions meeting the criteria of clause (i) or of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent and, so long as no Event of Default has then occurred and is Continuing, with the prior written consent of the Borrower (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) unless an Event of Default under Section 8.01(awithheld), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.06(b)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Restatement Effective Date Term Loan or the or New Term Loans of a Series 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 LenderLenderLoan) with respect to the assignment of Loans; provided, further, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts; and it being understood and agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such Lender the identity of each Excluded Institution. (iii) to any Affiliated Lender but only if:

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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (iii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) Agent; 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Loans of the assigning Lender with respect Lender). provided, however, notwithstanding the foregoing, (A) such Person shall have been approved by Borrower (which consent shall (x) not be unreasonably withheld or delayed, (y) be deemed to the Class have been given if Borrower has not responded within 10 business days of Loans being assigned or a request for such consent and (z) may not be required during the amount assigned by continuance of an assigning Lender Event of Default), and (B) upon the occurrence and during the continuance of an Event of Default, Eligible Assignee shall be deemed to an Affiliate or Related Fund include any Person with the prior written consent of such Lender) with respect to the assignment of Loans.Administrative Agent. Tiptree Credit Agreement

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent but with no consent required of any of them; and (ii) to any Person meeting the consent criteria of clause (xb) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and Administrative Agent and, in the case of assignments of Loans or Revolving Commitments to any such Person, consented to by each of Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that (x) or (y) unless no such consent of the Borrower shall be required at any time an Event of Default with respect to the Borrower under Section 8.01(aSections 8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuing, each Borrower continuing and (y) such consent not to be unreasonably withheld or delayed) provided that by LA\4027402.11 LA\4027402.11 the Borrowers Borrower shall be deemed to have consented to an assignment of all or a portion of the Loans been given unless they it shall have objected object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof); provided, further, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and Administrative Agent, (y) Agent or as shall constitute the entire remaining aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Revolving Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 the Administrative Agent and, for any assignment of a Revolving Commitment, the consent of Administrative Agent and Issuing Bank (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with (other than a Person described in the consent foregoing subclause (i)) and (except in the case of (xassignments made by or to JPMCB) consented to by each of 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 delayed) or delayed or, (y) unless in the case of the 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 8.01(a8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers Borrower Representative shall be deemed to have consented to an any proposed assignment of all or a portion of unless the Loans unless they Borrower Representative shall have objected thereto by written notice to the Administrative Agent object within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loansproposed assignment).

Right to Assign. (i) 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments); provided that, in the case of assignments (except in the case of assignments made by or to GSCP or any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)its Affiliates) of Revolving Loans or Revolving Commitments to any Person meeting the criteria such Eligible Assignee that is not a Lender, an Affiliate of clause (i) a Lender or (ii) a Related Fund, such assignments must be consented to by each of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent and, with respect to Revolving Commitments, Issuing Bank and, other than during the existence of an Event of Default, Company (such consent consents not to be unreasonably withheld or delayed). Each Lender may make, carry or transfer Loans at, to or for the account any of its branch offices or the office of an Affiliate of such Lender; provided that, in either case, such office is an Eligible Assignee. (ii) or (y) 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, 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 (5) Business Days after having received notice thereof; provided, that each such Each assignment pursuant to this Section 10.06(c10.6(c)(i) (other than in the case of assignments to a new Lender, an Affiliate of a Lender or a Related Fund) shall be in an aggregate amount of not less than $250,000 (or, A) Can$5.0 million (including the Canadian Dollar Equivalent of any amount denominated in each case, U.S. Dollars) (or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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, (B) Can$1.0 million (or such lesser amount as may be agreed to by Company and Administrative Agent) with respect to the assignment of Tranche A Term Loans and (C) U.S.$1.0 million (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Tranche B Term Loans or New Term Loans; provided that if an assignment with respect to Revolving Commitments and Revolving Loans or Tranche A Term Loans leaves the assigning Lender with less than Can$1.0 million but greater than Can$0 of Revolving Commitments or Tranche A Term Loans, as applicable, after such assignment, such assignment shall not be permitted pursuant to this Section 10.6(c).

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans owing to it or other Obligations (and the Letters of Credit); provided, however, that each (i) if any such assignment shall be of a uniformthe assigning Lender's Outstanding Amounts and Commitment, and not varying, such assignment shall cover the same percentage of all rights such Lender's Outstanding Amounts and obligations under Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in respect no event (if less than the Assignor's entire interest) be less than fifteen million Dollars ($15,000,000) or an integral multiple of one million Dollars ($1,000,000) in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld); provided, further, that, notwithstanding any Loan other provision of any Class (it being understood that assignments this Section 11.2, the consent of the Borrower shall not be required to be pro rata among Classes of Loans)) to for any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) unless an assignment effective when any 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loans.

Right to Assign. Each Lender shall have the right right, subject to Section 10.07(9), 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “Eligible Assignee” with upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and the prior written consent of (x) Issuing Bank, Swing Line Lender, Xxxxxxxx and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Borrower, required at any time an Event of Default under Section 8.01(a8.01(1), Section 8.01(f(6) or Section 8.01(g(7) hereof shall have occurred and then be continuing, each ); provided further that (A) Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an any such assignment of all Revolving Loans or a portion of the Loans Revolving Commitments unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) 10 Business Days after having received notice thereof; provided, that thereof and (B) each such assignment pursuant to this Section 10.06(c10.07(3) to a new Lender shall be in an aggregate amount of not less than (w) $250,000 5,000,000 with respect to the assignment of the Revolving Commitments and the Revolving Loans, (or, in each case, x) such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) shall constitute the aggregate amount of the Loan Loans 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 Approved Fund of such Lender) with respect to the assignment of Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)or Commitment) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) provided ), except that in the Borrowers shall be deemed to have consented to case of an assignment by a Lender to any Lender or an Affiliate or Related Fund of all or a portion of the Loans unless they shall have objected thereto by written any Lender, only notice to the Borrower and Administrative Agent within five (5) Business Days after having received notice thereofwill be required; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loans.

Right to Assign. (i) 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 (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Revolving Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)A) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Company and the Administrative Agent; and (B) to any Person otherwise constituting an Eligible Assignee with the consent of (x) the Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) unless an Event of Default under Section 8.01(awithheld), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c9.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Company and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Tranche A Revolving Loans and Revolving Commitments 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 the Tranche A Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Company and the Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan of the assigning Lender) with respect to the assignment of Tranche B Term Loans. (ii) Notwithstanding the foregoing, a Conduit Lender may, upon the giving of notice to the Company and the Administrative Agent, grant a security interest in or assign (x) the Tranche A Revolving Loans (or the portion thereof) funded by it and (y) its rights (but not its obligations except in accordance with the other provisions of this

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 of and any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loansrelated Commitments)) , to any Person meeting the criteria of clause Eligible Assignee; provided that (i) or unless the assignee is a Lender, the consent of the Administrative Agent and the L/C Issuer shall be required and (ii) unless either (x) the assignee is a Lender or an Affiliate of the definition a Lender or a Related Fund or (y) an Event of the term of “Eligible Assignee” with Default exists, the consent of Borrower shall be required (x) Administrative Agent (each such consent not to be unreasonably withheld withheld, conditioned or delayed) or (y) 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, each ; it being understood that Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall will be deemed to have consented to an assignment of all or a portion of provided such consent in the Loans unless they event that it shall have objected thereto by written notice failed to the Administrative Agent respond to a consent request made in writing and delivered in accordance with Section 10.1 within five (5) 10 Business Days after having received notice thereofof such delivery); provided, provided that each such assignment of Loans or Commitments pursuant to this Section 10.06(c10.6(c) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan 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 Class of Loans being assigned contrary contained herein, the Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or (z) may enforcing the requirement that only Eligible Assignees shall be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of LoansLenders.

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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 the Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to the consent of (x) Borrower Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers Borrower Representative shall be deemed to have consented to an assignment of all or a portion assignments made during the initial syndication of the Loans Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.06(c10.06(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower Representative and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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) $500,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender 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 and the Loans at the time owing to it or other Obligations it); provided that (provided, however, that 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 Loan of any Class subject to the following conditions: (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent (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” with and, in the consent case of assignments of Loans or Commitments to any such Person (x) except in the case of assignments made by or to Ally), consented to by each of the Borrower and the Administrative Agent (such consent (A) not to be (x) unreasonably withheld withheld, conditioned or delayed) , or (y) unless in the case of the Borrower, required at any time an Event of Default under Section 8.01(a8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuingcontinuing and (B) in the case of the Borrower, each Borrower (such consent not except for any assignment to be unreasonably withheld or delayed) provided any Person that is a competitor of the Borrowers Borrower, shall be deemed to have consented been given if the Borrower has not responded to an assignment of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent request for consent within five (5) 10 Business Days after having received notice thereofthe making of such request); provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Loans 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 Commitments and 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 Administrative Agent to refuse to consent to any such assignment to an Affiliated Lender).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class Loan): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon the consent giving of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 Company and Administrative Agent within five (5) Business Days after having received notice thereofAgent; provided, that further each such assignment pursuant to this Section 10.06(c9.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Loans of the assigning Lender); provided, no Lender with respect shall assign or sell participations of all or a portion of its interest in a Loan to any Person who is (A) 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 any authorizing statute, Executive Order or regulation; or (B) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; provided further, however that notwithstanding anything to the Class contrary hereunder, no Lender shall have the right at any time to sell, assign or transfer all or a portion of Loans being assigned or its rights and obligations as a Lender under this Agreement without prior consultation with the Company (z) may be the amount assigned by unless an assigning Lender to an Affiliate or Related Fund Event of such Lender) with respect to the assignment of LoansDefault has occurred and is continuing).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Company, Collateral Agent and TCP Fund Representative; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of (x) Administrative Agent Collateral Agent, TCP Fund Representative and Company (such consent of Company not to be unreasonably withheld withheld, delayed or delayed) or (y) unless conditioned, and not to be required during the continuance of an Event of Default under Section 8.01(a)Default, Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided further that the Borrowers consent of Company shall be deemed to have consented been provided if Company does not respond to an assignment of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent request for consent within five (5) Business Days after having received notice thereoffollowing receipt of written request therefor); provided, that provided each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company, Collateral Agent and Administrative Agent, (y) TCP Fund Representative or as shall constitute the aggregate amount of the Term Loan A, Term Loan B, Term Loan A Commitments or Term Loan B Commitments of the assigning Lender 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 Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Term Loan Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person (other than a Disqualified Institution) meeting the criteria of clause (ia) or clause (iic) of the definition of the term of “Eligible Assignee” upon the giving of notice to Xxxxxxxx and Administrative Agent; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible Assignee, so long as [***], with the consent of (x) Administrative Agent and upon giving notice to the Borrower; (such iii) to any Person otherwise constituting an Eligible Assignee, [***], with the consent of the Borrower (which shall not to be unreasonably withheld withheld, delayed or delayed) or (y) unless an Event conditioned and if Borrower shall not have responded in writing within [***] after receipt of Default under Section 8.01(a)written notice of the proposed assignment, Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented approved such assignment) and Administrative Agent; and (iv) if an Event of Default as occurred and is continuing, to any other Person constituting an assignment Eligible Assignee, with the consent of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereofAgent; provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender and (iii) shall be in an aggregate amount of not less than $250,000 [***] (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Xxxxxxxx and Administrative Agent, (y) shall constitute the aggregate amount of the 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 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 each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)) to any Person meeting constituting an Eligible Assignee with the criteria of clause (i) or (ii) prior written consent of the definition of the term of “Eligible Assignee” with the consent of Borrower (x) Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) or (y) 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, 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 (5) Business Days after having received notice thereofAgent; provided, provided that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Loans of the assigning Lender Lender); provided however, that Borrower consent shall (i) be deemed to have been given if Borrower has not responded within five (5) Business Days of a request for such consent (other than with respect to any proposed assignment to any Person that is a Disqualified Institution), (ii) not be required during the Class continuance of Loans being assigned an Event of Default under Sections 8.1(a), 8.1(f) or 8.1(g) (z) may be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) other than with respect to any proposed assignment to any Person that is a Disqualified Institution), (iii) not be required for assignments to any Lender or any Affiliate or Fund Affiliate of any Lender, (iv) not be required for assignments made in connection with the primary syndication of the Term Loans and (v) not be required for assignments to Fortress if such assignment of Loansto Fortress does not result in greater payments by the Borrower under Sections 2.18 or 2.19 than the assigning lender would have been entitled to.

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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent and, if such Eligible Assignee is not, or is not an Affiliate of a Lender, the applicable Issuing Bank and Swing Line Lender; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to the consent of (x) Borrower Representative and the Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) unless and, absent the occurrence and continuance of an Event of Default under Section 8.01(a)Default, Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, with the prior written consent of each of the Borrower Representative (such consent not to be unreasonably withheld or delayed) provided that the Borrowers Borrower Representative shall be deemed to have consented to an any such assignment of all or a portion of the Loans unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), the applicable Issuing Banks and the Swing Line Lender (such consents not to be unreasonably withheld or delayed; provided, that further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and the Borrower Representative, the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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; 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 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 Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, Commitments and not varying, percentage of all its rights and obligations under and in with respect of any Loan of any Class (it 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) or any Eligible Assignee, (ii) of the definition of the term of “Eligible Assignee” with the consent of any other Person acceptable (x) Administrative Agent (such consent which acceptance shall not to be unreasonably withheld or delayed) or (y) unless an to Administrative Agent and as long as no Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be is continuing, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers which acceptances shall be deemed to have consented been given unless an objection is delivered 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 (5) Business Days after having received notice thereofof a proposed Assignment is delivered to Borrower), or (iii) with respect to the Term Loans, to any Person other than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that (w) for each Loan, the aggregate outstanding principal amount (determined as of the Closing Date of the applicable Assignment) of the Loans, and Commitments subject to any such assignment pursuant to this Section 10.06(c) to a new Lender Assignment shall be in an aggregate a minimum amount of not less than $250,000 2,000,000, unless such Assignment is made to an existing Lender or an Eligible Assignee of any existing Lender, is of the assignor’s (or, together with its Eligible Assignees) entire interest in each case, such lesser amount as facility or is made with the prior consent of Borrower (xto the extent required) may be agreed to by Borrowers ​ ​ ​ and Administrative Agent, (x) such Assignment shall be effective only upon the acknowledgement in writing of such sale by Administrative Agent (such acknowledgment not to be unreasonably withheld, conditioned, or delayed), and (y) shall constitute interest accrued prior to and through the aggregate amount date of the Loan of the assigning Lender with respect to the Class of Loans being assigned or (z) any such Assignment may not be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Loansassigned.

Right to Assign. Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender shall have the right at any time to sellor another Lender or Related Fund, assign or transfer all or may be pledged by a portion Lender in support of its rights and obligations under this Agreement, including all or a portion to such pledgee (without releasing the pledging Lender from any of its Loans owing to it or other Obligations (providedobligations hereunder), however, provided that each assignment shall be the provisions of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)) to any Person meeting the criteria of this clause (i) or shall not apply to LVSC to the extent LVSC becomes a “Lender” as a result of the provisions of Section 10.6(j), (ii) subject to clause (iii) below, be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees (other than LVSC) which are Affiliates or Related Funds or (B) as shall constitute the aggregate amount of the definition Commitments, Loans, Letters of Credit and participations therein, and other obligations of the term of “assigning Lender) to any Eligible Assignee” , in each case, with the consent giving of notice to Borrower and Administrative Agent or (xiii) with respect to assignments of Term Loans to LVSC pursuant to and in accordance with the terms and conditions of Section 10.6(j), be assigned in an aggregate amount of not less than the amount specified in Section 10.6(j)(ii) with the giving of prompt notice to Administrative Agent; provided that if any assignment permitted by this clause (c) relates to Revolving Loans, Revolving Loan Commitments, Delayed Draw I Term Loan Commitments prior to the Delayed Draw I Term Loan Commitment Termination Date or Delayed Draw II Term Loan Commitments prior to the Delayed Draw II Term Loan Commitment Termination Date, the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by Administrative Agent (in its sole discretion, not to be unreasonably withheld or delayed), and at any time other than when an Event of Default has occurred and is continuing, such assignee shall be acceptable to Borrower, such consent not to be unreasonably withheld or delayed. To the extent of any such assignment in accordance with clause (i), (ii) or (yiii) unless above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Event Assignment Agreement, together with a processing and recordation fee of Default under Section 8.01(a$2,000 in respect of assignments other than assignments to or from any Arranger and other than assignments pursuant to an Auction Assignment Agreement (it being understood only one such fee shall be payable in the case of concurrent assignments by a Lender to one or more Affiliates or Related Funds), Section 8.01(f) and in each case such forms, certificates or Section 8.01(g) hereof shall have occurred and then other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be continuing, each Borrower (such consent not required 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 deliver to the Administrative Agent within five (5) Business Days after having received notice thereofpursuant to Section 2.20(c); provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (orhowever, in each case, such lesser amount as (x) may be agreed to by Borrowers and the event that Administrative Agent, in its sole discretion, determines that Tranche B Term Loans after the Delayed Draw I Term Loan Commitment Termination Date may be settled through a Settlement Service (ydefined below) pursuant to Section 10.6(d), only a written or electronic confirmation of such assignment issued by a Settlement Service (a “Settlement Confirmation”) shall constitute the aggregate amount of the Loan of the assigning Lender be delivered with respect to assignments settled through the Class of Loans Settlement Service (it 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 agreed that any assignment of LoansTerm Loans to LVSC pursuant to Section 10.6(j) shall be consummated and settled through an Auction Assignment Agreement and not through a Settlement Confirmation).” (iii) Amendments to Section 10.6(d) (Mechanics). Including the following before the first reference to “Administrative Agent” contained in the first sentence of Section 10.6(d) of the Credit Agreement: “Except for assignments of Term Loans pursuant to and in accordance with the terms and conditions of Section 10.6(j),” (iv) Amendments to Section 10.6(

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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or of the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with the consent (except in the case of assignments of Term Loans made by or to the Arrangers) of Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments, Borrower (such consents not to be (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) delayed or (y) unless in the case of Borrower, required at any time 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, each ); provided further that (A) Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers shall be deemed to have consented to an any such assignment of all Revolving Loans or a portion of the Loans Revolving Commitments unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof; provided, that thereof and (B) each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (w) $250,000 1,000,000, (or, in each case, x) such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) shall constitute the aggregate amount of the Loan Loans 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 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 Credit Agreement Obligations owing to it (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Revolving Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 NewPageCo and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) except in the case of assignments made by or to GSCP), consented to by each of NewPageCo and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of NewPageCo, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c11.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Administrative Agent and Administrative Agent, (yso long as no Event of Default exists) NewPageCo or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans of the assigning Lender with respect (and aggregating assignments 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 LenderFunds for this purpose) with respect to the assignment of Revolving Commitments and Revolving Loans. In addition to the consents, if any, required by the preceding provisions of this Section 11.6(c), each assignment by a Lender of all or a portion of its Revolving Commitment shall require the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 the Administrative Agent; and | || (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to the consent of (x) Borrower Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) provided that the Borrowers Borrower Representative shall be deemed to have consented to an assignment of all or a portion assignments made during the initial syndication of the Loans Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless they it shall have objected object thereto by written notice to the Administrative Agent within five (5) 5 Business Days after having received notice thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in clause (a), (f), (g) or (h) of Section 8.01 has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.06(c10.06(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 2,500,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower Representative and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender 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 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 (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) each Issuing Bank and (4) the Swing Line Lender; 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), however, 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 applicable Class 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 any Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) assigning Lender hereunder; provided that the Borrowers shall be deemed to have consented to an assignment of a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless they and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall have objected thereto by written notice make such additional payments to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 sufficient, upon distribution thereof as appropriate (or, in each case, such lesser amount as (x) which may be agreed to outright payment, purchases by Borrowers the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (y1) shall constitute the aggregate amount of the Loan of the assigning pay and satisfy in full all payment liabilities then owed by such Defaulting Lender with respect to the Class Administrative Agent, each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its Pro Rata Share of all Revolving Loans being assigned or and participations in Letters of Credit, Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (z) may be C), then the amount assigned by an assigning Lender to an Affiliate or Related Fund assignee of such Lender) with respect interest shall be deemed to the assignment be a Defaulting Lender for all purposes of Loansthis Agreement until such compliance occurs.

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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or of the definition of the term “Eligible Assignee” upon the giving of notice to Xerium and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon the consent giving of (x) notice to Xerium and Administrative Agent (except in the case of assignments made by or to the Lead Arrangers); 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 the Lead Arrangers), to prior written consent by Xerium, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Xerium, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further, each such assignment pursuant to this Section 10.06(c10.7(c)(ii) to a new Lender shall be in an aggregate amount of not less than Base Currency Amount (A) $250,000 5,000,000 or its currency equivalent (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Administrative Agent (and Administrative Agent, (yso long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 LenderBank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or its currency equivalent (or such lesser amount as may be agreed to by the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount or the Xerium B Term Loan, XTI B Term Loan, Italia B Term Loan, Xxxxx-Xxxxxxxx B Term Loan, Weavexx B Term Loan, Austria B Term Loan or German B Term Loan of the assigning Bank) with respect to the assignment of B Term Loans.

Right to Assign. Each (i) Subject to subsection 9.9(b)(ii), each Lender shall have the right at any time may assign to sell, assign one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitments and the Loans at the time owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)it) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with the prior written consent of (x) Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: (A) the Parent Borrower; provided that no consent of the Parent Borrower shall be required (i) for an assignment of all or any portion of any Commitments or Loans to an existing Lender, an Affiliate of an existing Lender or an Approved Fund or (yii) unless if an Event of Default under Section 8.01(a7.1(a), Section 8.01(f(f) or Section 8.01(g(g) hereof shall have has occurred and then be is continuing, each Borrower (such consent not to be unreasonably withheld or delayed) ; provided that the Borrowers Parent Borrower shall be deemed to have consented to any assignment of Commitments or Loans unless the Parent Borrower shall have objected thereto within ten (10) Business Days after a Responsible Officer of the Parent Borrower having received written request therefor; (B) the Agent; provided that no consent of the Agent shall be required for an assignment of all or a any portion of a Term Loan to an existing Lender, an Affiliate of an existing Lender or an Approved Fund; (C) each L/C Issuer at the Loans unless they shall have objected thereto by written notice to time of such assignment; provided that no consent of the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender L/C Issuers shall be in an aggregate amount of required for any assignment not less than $250,000 (related to Revolving Loan Commitments; or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to Borrower and Administrative Agent and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Borrower, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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) $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) except in the case of assignments made by A&R FIRST LIEN CREDIT AND GUARANTY AGREEMENT or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 2,500,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche C Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Tranche C Term Loans.

Right to Assign. Each Lender shall have the right 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person other than Excluded Institutions meeting the criteria of clause (i) or of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent and, so long as no Event of Default has then occurred and is Continuing, with the prior written consent of the Borrower (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) unless an Event of Default under Section 8.01(awithheld), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.06(b)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Initial Term Loan or the or New Term Loans of a Series 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 Loans; provided, further, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts; it being understood and agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such Lender the identity of each Excluded Institution. Notwithstanding anything in this Section 10.06 to the contrary, 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 Borrower shall be deemed to have consented to such 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 (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 of or Loan (Revolver) and any Class related Commitments (it being understood that assignments shall not be required to be pro rata among Classes of LoansRevolver)) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i) or (ii) consent of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (each such consent not to be unreasonably withheld or delayed); provided that: (1) each such assignment pursuant to this Section 11.6(c) shall be in an aggregate amount of not less than the lesser of (I) $2,500,000, (II) such lesser amount as agreed to by the Borrower and Administrative Agent or (III) the aggregate amount of the Loans and any Commitments (Revolver) of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by 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) unless an Event to any Af f iliate of Default under Section 8.01(a)Xxxxxxx Xxxxx, Section 8.01(fand (3) or Section 8.01(gexcept as set forth in (2) hereof shall have occurred and then be continuingabove, each the consent of the 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 required unless they shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers an Event of Default has occurred and Administrative Agentis continuing, (y) shall constitute the aggregate amount proposed assignee is a Person that, at the time of the Loan of the assigning assignment, is a Lender with respect to the Class of Loans being assigned or (z) may be the amount assigned by an assigning Lender to proposed assignee is Xxxxxxx Xxxxx or an Affiliate or Related Fund of such Lender) with respect 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 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 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 Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loanshereunder.

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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “"Eligible Assignee” with " and, in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Company, required at any time 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); PROVIDED, 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 (5) Business Days after having received notice thereof; provided, that FURTHER each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 2,500,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and/or Revolving Loans 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/or Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term 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 Commitments or Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to the consent of (x) Borrower Representative and Administrative Agent and consented to by 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) or , (y) unless required with respect to any person meeting the criteria of clause (i) of the term “Eligible Assignee” or (z) required (1) at any time an Event of Default arising under Section 8.01(a8.1(a), Section 8.01(f(f) or Section 8.01(g(g) hereof shall have occurred and then be continuing, each Borrower continuing or (such consent not to be unreasonably withheld or delayed2) provided that during the Borrowers shall be deemed to have consented to an assignment of all or a portion primary syndication of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereofLoans); provided, provided that each such assignment pursuant to this Section 10.06(c10.6(c) (treating contemporaneous assignments by or to a new Lender Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower Representative and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Loans of the applicable Class 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 Loans. The Borrower Representative shall be deemed to have consented to any such assignment for which its consent is required hereunder unless the Borrower Representative shall object thereto by written notice to Administrative Agent within 105 Business Days after having received notice of such proposed 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 be required and each assignment shall be of a uniform, and not 125 Credit and Guaranty Agreement varying, percentage of all rights and obligations under and in respect of any applicable Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent but with no consent required of any of them; and (ii) to any Person meeting the consent criteria of clause (xb) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and Administrative Agent and, in the case of assignments of Loans or Revolving Commitments to any such Person, consented to by each of Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that (x) or (y) unless no such consent of the Borrower shall be required at any time an Event of Default with respect to the Borrower under Section 8.01(aSections 8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuing, each Borrower continuing and (y) such consent not to be unreasonably withheld or delayed) provided that by the Borrowers Borrower shall be deemed to have consented to an assignment of all or a portion of the Loans been given unless they it shall have objected object thereto by written notice to the Administrative Agent within five ten (510) Business Days after having received notice thereof); provided, further, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and Administrative Agent, (y) Agent or as shall constitute the entire remaining aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 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 (provided, however, that each such assignment shall be of a uniform, and not -------- ------- varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) of the definition of the term of "Eligible Assignee" upon the giving of notice to the applicable Borrower or Borrowers and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “"Eligible Assignee” with " and, in the consent case of assignments of Loans or Commitments to any such Person (x) except in the case of assignments made by or to GSCP or to another Lender), consented to by each of the applicable Borrower or Borrowers and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of either Borrower, required at any time 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; provided that, each Borrower (in any event, notice of -------- such consent not to be unreasonably withheld or delayed) provided that the Borrowers assignment shall be deemed given promptly 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 (5) Business Days after having received notice thereofBorrowers if their consent is not otherwise required); provided, that further each such assignment pursuant to -------- this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by the applicable Borrower or Borrowers and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and other Obligations of the assigning Lender with respect Lender); provided, further, that after giving effect to such assignment, -------- ------- the Class of Loans being assigned or (z) may be the amount assigned by an assigning Lender shall have Commitments and Loans aggregating at least $5,000,000 (unless such assigning Lender is assigning all of its Commitments and Loans), in each case unless otherwise agreed to an Affiliate by the applicable Borrower or Related Fund of such Lender) with respect to the assignment of LoansBorrowers and Administrative Agent.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person other than Excluded Institutions meeting the criteria of clause (i) or of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent and, so long as no Default or Event of Default has then occurred and is Continuing, with the prior written consent of the Borrower (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) unless an Event of Default under Section 8.01(awithheld), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.06(b)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Initial Term Loan or the or New Term Loans of a Series 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 Loans; provided, further, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts. Notwithstanding anything in this Section 10.06 to the contrary, 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 Borrower shall be deemed to have consented to such 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, 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 of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person other than Excluded Institutions meeting the criteria of clause (i) or of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent and, so long as no Event of Default has then occurred and is Continuing, with the prior written consent of the Borrower (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) unless an Event of Default under Section 8.01(awithheld), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c10.06(b)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Restatement Effective Date Term Loan or the or New Term Loans of a Series 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 Loans; provided, further, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts; it being understood and agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such Lender the identity of each Excluded Institution. Notwithstanding anything in this Section 10.06 to the contrary, 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 Borrower shall be deemed to have consented to such assignment.

Right to Assign. Each Subject to Section 10.07(j) below with respect to Sponsor Affiliated Lenders, any Lender shall have the right at any time to may sell, assign or transfer all or a portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Commitment and the Loans at the time owing to it or other Obligations it) with respect to Term Loans and/or Term Loan Commitments: (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)A) to any Person meeting the criteria of clause (ia) or (iid) of the definition of “Eligible Assignee” upon the term giving of notice to Holdings and the Administrative Agent; (B) to any Person meeting the criteria of clause (b) of the definition of “Eligible Assignee” with the consent and consented to by each of (x) Holdings and (y) the Administrative Agent (such each consent not to be unreasonably withheld withheld, delayed or delayedconditioned); and (C) or to any Person meeting the criteria of clause (yc) unless of the definition of “Eligible Assignee” upon giving effect to such assignment pursuant to Section 10.07(j); and provided, notwithstanding the foregoing clauses (i) and (ii), the consent of Holdings shall not be required if an Event of Default under Section 8.01(a), Section 8.01(f(f) or Section 8.01(g(g) hereof shall have has occurred and then is continuing; provided, further, (x) Holdings’ refusal to accept an assignment to a Disqualified Lender will be continuing, each Borrower (such consent not deemed to be unreasonably withheld or delayedreasonable, (y) provided that Holdings’ consent will be required with respect to any assignment to Disqualified Lenders, and (z) to the Borrowers extent the consent of Holdings is required, Holdings shall be deemed to have consented to such assignment (other than an assignment of all or to a portion of the Loans Disqualified Lender) unless they shall have objected thereto by written notice to the Administrative Agent within five ten (510) Business Days after of having received written notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Revolving Commitment or Revolving Loans owing to it or other Obligations (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 of and any Class related Revolving Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 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” with upon giving of notice to the consent Borrower and the Administrative Agent and, in the case of (x) assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each of the Borrower and the Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayed) delayed or (y) unless in the case of the Borrower, required at any time an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have has occurred and then be is 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 (5) Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c10.06(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)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 the Company and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon giving of notice to the consent Company and Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (x) except in the case of assignments made by or to GSCP), consented to by each of the Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of the Company, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 2,500,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 such lesser amount as may be agreed to by the Company and Administrative Agent or as shall constitute the aggregate amount of the First Lien Term Loan or New First Lien Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender 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 each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or of the definition of the term “Eligible Assignee” upon the giving of notice to Xerium and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” with upon the consent giving of (x) notice to Xerium and Administrative Agent (except in the case of assignments made by or to the Lead Arranger); subject, however, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to the Lead Arranger), to prior written consent by Xerium, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheld or delayed) or delayed or, (y) unless in the case of Xerium, required at any time 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, 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 (5) Business Days after having received notice thereof); provided, that further, each such assignment pursuant to this Section 10.06(c10.7(c)(ii) to a new Lender shall be in an aggregate amount of not less than Base Currency Amount (A) $250,000 5,000,000 or its currency equivalent (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Administrative Agent (and Administrative Agent, (yso long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Loan Revolving Commitments and Revolving Loans 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 LenderBank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or its currency equivalent (or such lesser amount as may be agreed to by the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount or the Xerium B Term Loan, 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 German B Term Loan of the assigning Bank) 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 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”), howeverthe amount of the Term Loan Commitment or Term 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, that 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 [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] (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 Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) assigning Lender hereunder; provided that the Borrowers shall be deemed to have consented to an assignment of a Lender may assign or transfer all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount its Term Loan Commitment or of the Term Loans owing to it of any Class without assigning or transferring any portion of its Term Loan Commitment or of the assigning Lender with respect Term Loans owing to it, as the Class case may be, 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 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 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 the consent of the Borrower to any lesser amount (x) shall not be required if an Event of Default shall have occurred and is continuing pursuant to Section 8.1(a), 8.1(f) or 8.1(g) and (y) shall be deemed to have been granted if notice shall be given to the Borrower requesting its consent to a lesser amount and the Borrower shall not have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received such request; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loanshereunder.

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 Loans Commitment or Investments owing to it or other Seller Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of Investment and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” with upon the giving of notice to the Seller and the Administrative Agent; provided, however, that any such assignment of a Commitment (or any portion thereof) shall require the consent of the LC Bank (x) Administrative Agent (such consent not to be unreasonably withheld or delayed); and (ii) or to any Person otherwise constituting an Eligible Assignee with the consent of each of the Administrative Agent, the LC Bank and the Seller (y) unless an Event of Default under Section 8.01(a)in each case, Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 (5) Business Days after having received notice thereof); provided, that (i) no consent of the Seller shall be required if an Event of Termination has occurred and is continuing and (ii) unless an Event of Termination shall exists, no assignment may be made to an Ineligible Institution; provided, each such assignment pursuant to this Section 10.06(c) to a new Lender hereunder shall be in an aggregate amount of not less than $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Seller and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments 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 LenderPurchaser) with respect to the assignment of Loansthe Commitments and Investments. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to an Ineligible Institution and (b) the Seller and the Purchasers acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Purchaser or potential Purchaser is an Ineligible Institution and that the Administrative Agent shall have no liability with respect to any assignment or participation made to an Ineligible Institution.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including 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; (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent (with notice by the Administrative Agent to the Company of such assignment to be given promptly after the applicable Assignment Effective Date); 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), howeverthe amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than US$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, that 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 Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) assigning Lender hereunder; provided that the Borrowers shall be deemed to have consented to an assignment of a Lender may assign or transfer all or a portion of its Commitment or of the Loans unless they shall have objected thereto by written notice owing to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount it of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount any Class without assigning or transferring any portion of its Commitment or of the Loan Loans owing to it, as the case may be, 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 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 all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of and any Class related Commitments): (it being understood that assignments shall not be required to be pro rata among Classes of Loans)A) to any Person meeting the criteria of clause (i) or (iia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (B) to any Person otherwise constituting an Eligible Assignee with the consent of (x) Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, Borrower (such consent of Borrower not to be unreasonably withheld or delayed); provided, that (i) or (y) unless an Event except in the case of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be 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 of a portion Lender’s Commitments and Loans, such assigning Lender shall retain a minimum of the Loans unless they shall have objected thereto by written notice to the Administrative Agent within five $1,000,000 in Commitments and (5) Business Days after having received notice thereof; providedii), that each such assignment pursuant to this Section 10.06(c10.6(c)(B) to a new Lender shall be in an aggregate amount of not less than (A) $250,000 1,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Loans of the assigning Lender Lender) with respect to the Class assignment of the Commitments and Loans being assigned and (B) $1,000,000 (or (z) such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount assigned by an of the Loans of the assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including 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 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 (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, and (2) 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 (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, howeverthat such consent of the Borrower (x) shall not be required if an Event of Default under Section 8.1(a), that 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 Loan of any Class (it 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) or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld or delayed) assigning Lender hereunder; provided that the Borrowers shall be deemed to have consented to an assignment of a Lender may assign or transfer all or a portion of its Commitment or of the Loans unless they shall have objected thereto by written notice owing to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount it of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount any Class without assigning or transferring any portion of its Commitment or of the Loan Loans owing to it, as the case may be, 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 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 all or a portion of its Commitment or Loans or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the 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 to Fifth Third during the primary syndication of the credit facility established hereunder on the Closing Date, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent ​ within 10 Business Days after having received notice thereof and (2) 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), however, 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 such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood the assigning Lender hereunder; provided that assignments shall not be required to be pro rata among Classes of Loans)) to any Person meeting the criteria of clause (i) a Lender may assign or (ii) of the definition of the term of “Eligible Assignee” with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, 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 transfer all or a portion of its Commitment or of the Loans unless they shall have objected thereto by written notice owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class and (ii) for the avoidance of doubt and notwithstanding anything to the Administrative Agent within five (5) Business Days after having received notice thereof; providedcontrary contained herein, that each such assignment pursuant to this Section 10.06(c) to the Tranche B Term Loans shall share a new Lender shall single CUSIP and will in all cases be in an aggregate amount of not less than $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrowers and Administrative Agent, (y) shall constitute the aggregate amount of the 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 Loansratably.

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 it: (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan of any Class (it being understood that assignments shall not be required to be pro rata among Classes of Loans)i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent (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” with and, in the case of assignments of Revolving Loans or Commitments to any such Person (except in the case of assignments made by or to Ally), consented to by each of the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank (such consent of (A) not to be (x) Administrative Agent (such consent not to be unreasonably withheld withheld, conditioned or delayed) , or (y) unless in the case of the Borrower, required at any time an Event of Default under Section 8.01(a8.1(a), Section 8.01(f8.1(f) or Section 8.01(g8.1(g) hereof shall have occurred and then be continuingcontinuing and (B) in the case of the Borrower, each Borrower (such consent not except for any assignment to be unreasonably withheld or delayed) provided any Person that is a competitor of the Borrowers Borrower, shall be deemed to have consented been given if the Borrower has not responded to an assignment of all or a portion of the Loans unless they shall have objected thereto by written notice to the Administrative Agent request for consent within five (5) 10 Business Days after having received notice thereofthe making of such request); provided, that each such assignment pursuant to this Section 10.06(c10.6(c)(ii) to a new Lender shall be in an aggregate amount of not less than $250,000 5,000,000 (or, in each case, or such lesser amount as (x) may be agreed to by Borrowers the Borrower and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Loan Commitments and Revolving Loans 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 Commitments and Revolving Loans.