Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, however, that pro rata assignments assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (b) of the definition of the term “otherwise constituting an Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person Assignee with the consent of the Borrower and the Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be (x) unreasonably withheld withheld, delayed, or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingconditioned); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 1,000,000 (y) or such lesser amount as may be agreed to by the Borrower Company and Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” Assignee upon the giving receipt of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided that that: (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B1) each such assignment pursuant to this Section 11.6(c)(211.6(c) shall be in an aggregate amount of not less than the lesser of (xI) $2,500,000, (yII) such lesser amount as agreed to by the Borrower and Administrative Agent or (zIII) the aggregate amount of the Loans and any related Commitments of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) (y) to any Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsLoan): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (b) of the definition of the term “otherwise constituting an Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent; provided, and to any other Person with that the consent of the Borrower and the Administrative Agent (such consent not to be (xunreasonably withheld, delayed or conditioned) unreasonably withheld or delayed or, (y) in the case of Borrower, shall be required at any time unless an Event of Default shall have occurred and then be continuing)continuing at the time of such assignment; provided provided, further, that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to Administrative the Agent within 10 5 Business Days after having received notice thereof and (B) thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(211.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent Requisite Lenders or (z) as shall constitute the aggregate outstanding principal amount of the Loans and any related Commitments of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its 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: (provided that pro rata assignments i) in the case of any such assignment or transfer (other than to any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee”), the amount of the Term Loan Commitment or Term Loans of the assigning Lender subject thereto shall not be required less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or Term Loans of the applicable Class of the assigning Lender; and (ii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing)assigning Lender hereunder; provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount a Lender may assign or transfer all or a portion of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent its Term Loan Commitment or (z) the aggregate amount of the Term Loans and owing to it of any related Commitments Class without assigning or transferring any portion of its Term Loan Commitment or of the assigning LenderTerm Loans owing to it, as the case may be, of any other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower Company and the 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 (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to Company and Administrative Agent and, in the Borrower and the Administrative Agentcase of assignments of Revolving Loans, and Revolving Commitments or Term Loans to any other such Person with (except in the consent case of the Borrower and the assignments made by or to BNP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of BorrowerCompany, required at any time an Event of Default under Section 8.1(a) or (f) shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further, each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 5,000,000 (y) or such lesser amount as may be agreed to by the Borrower Company and Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the 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 provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower Borrowers and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers and Administrative Agent and, in the Borrower and the Administrative Agent, and case of assignments of Revolving Loans or Revolving Commitments to any other such Person with (except in the consent case of the Borrower assignments made by or to GSCP), consented to by each of Borrowers and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed ordelayed, (y) in the case of BorrowerBorrowers, required at any time an Event of Default shall have occurred and then be continuingcontinuing or (z) in connection with primary syndication); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 2,500,000 or the Dollar Equivalent thereof (y) or such lesser amount as may be agreed to by the Borrower Borrowers and Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount as may be agreed to by Borrowers and Administrative Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New Term Loans of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):to: (1i) any Eligible Assignee of the type referred to any Person meeting the criteria of in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower Administrative Agent and the Administrative Agentgiving of notice to the Borrower Representative; andor (2ii) any Eligible Assignee of the type referred to any Person meeting the criteria of in clause (b) of the definition of the term “Eligible Assignee” ”, (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and (y)(1) if no Event of Default exists and the DLP VII Option Period has not yet expired, upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all other cases, upon the giving of notice to the Borrower and the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent Representative; provided that: (such consent not to be (x) unreasonably withheld or delayed or, (yA) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice or transfer (other than to Administrative Agent within 10 Business Days after having received notice thereof and any Eligible Assignee meeting the requirements of clause (Bi) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the lesser of (xforegoing minimum assignment amount requirements) $2,500,000or, (y) in each case, such lesser amount as shall be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments or Loans and any related Commitments of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” Assignee upon the giving receipt of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided that that: (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B1) each such assignment pursuant to this Section 11.6(c)(211.6(c) shall be in an aggregate amount of not less than the lesser of (xI) $2,500,000, (yII) such lesser amount as agreed to by the Borrower and Administrative Agent or (zIII) the aggregate amount of the Loans and any related Commitments of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) to any Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of 140 ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting 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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon and, in the giving case of notice to the Borrower and the Administrative Agent; and (2) assignments of Revolving Loans or Revolving Commitments to any such Person meeting (except in the criteria case of clause (b) assignments made by or to GSCP), consented to by each of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower Company and the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of BorrowerCompany, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 5,000,000 (y) or such lesser amount as may be agreed to by the Borrower Company and Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term 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 AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, assignment or transfer, including all or a portion of its Commitment or Commitment, Loans owing to it it, interests and/or obligations in respect of Letters of Credit or other Obligations (provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1Commitment) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the prior written consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed) of: (i) the Borrower, provided that (x) unreasonably withheld or delayed no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, (y) in the case of Borrower, required at any time if an Event of Default shall have has occurred and then be is continuing); provided that , any other assignee and (Ay) the Borrower shall be deemed to have consented to any such sale, assignment or transfer unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five Business Days after having received notice thereof; (ii) the Administrative Agent, unless a Loan is being assigned to any existing Lender, an Affiliate thereof and or an Approved Fund; and (Biii) each Fronted LC Issuing Bank; provided, further, that each such partial assignment pursuant to this Section 11.6(c)(2) 8.1A shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitment, Loans and any related Commitments interests in Letters of Credit of the assigning Lender).

Right to Assign. Each Lender shall have the right (after receiving the Borrower's prior written consent as to the identity of the assignee, which consent shall not be unreasonably withheld or delayed or required if an Event of Default has occurred and is continuing) at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Revolving Loan Commitment, Participation Interest, Participation Interest or Revolving Loans owing to it or other Obligations Revolving Loan Obligation (provided provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan Revolving Loan, Participation Interests and any related Revolving Loan Commitments): (1i) to any Person meeting the criteria of clause (a) of the definition of the term “of "Eligible Assignee” " upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (b) of the definition of the term “of "Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent"; provided, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) further each such assignment pursuant to this Section 11.6(c)(212.6(c) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Loan Commitments, Participation Interests and Revolving Loans and any related Commitments of outstanding to the assigning Lender), and written notice of each such assignment shall be provided to the Borrower and the Administrative Agent by the delivery of an Assignment Agreement executed by the parties to such assignment. Notwithstanding anything to the contrary herein, the LC Bank shall have the unfettered right to approve any assignment of any of Participation Interests.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under under, and in respect of of, any applicable Loan and any related Commitments): (1) ), to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon ; provided that (i) unless the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agentassignee is a Lender, and to any other Person with the consent of the Borrower Administrative Agent and the Administrative Agent L/C Issuer shall be required and (ii) unless either (x) the assignee is a Lender or an Affiliate of a Lender or a Related Fund or (y) an Event of Default exists, the consent of Borrower shall be required (each such consent not to be (x) unreasonably withheld withheld, conditioned or delayed or, (y) delayed; it being understood that Borrower will be deemed to have provided such consent in the case of Borrower, required at any time an Event of Default event that it shall have occurred failed to respond to a consent request made in writing and then be continuingdelivered in accordance with Section 10.1 within 10 Business Days of such delivery); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment of Loans or Commitments pursuant to this Section 11.6(c)(210.6(c) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Loans and any related Commitments 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 such minimum assignment amounts. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or enforcing the requirement that only Eligible Assignees shall be Lenders.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and Administrative Agent and, in the Administrative Agentcase of assignments of Loans, and to any other such Person with (except in the consent 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 the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrower, required at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided provided, further, that (A) the Borrower shall be deemed to have consented to any such assignment of Loans unless it shall have objected object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (x) ), than $2,500,0001,000,000, (y) such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Loans, or (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, assignment or transfer, including all or a portion of its Commitment or Commitment, Loans owing to it it, interests and/or obligations in respect of Letters of Credit or other Obligations (provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1Commitment) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the prior written consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) of: (i) the Borrower, provided that (x) unreasonably withheld or delayed no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, (y) in the case of Borrower, required at any time if an Event of Default shall have has occurred and then be is continuing); provided that , any other assignee and (Ay) the Borrower shall be deemed to have consented to any such sale, assignment or transfer unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five Business Days after having received notice thereof; (ii) the Administrative Agent, unless a Loan is being assigned to any existing Lender, an Affiliate thereof and or an Approved Fund; and (Biii) each Fronted LC Issuing Bank; provided, further, that each such partial assignment pursuant to this Section 11.6(c)(2) 8.1A shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitment, Loans and any related Commitments interests in Letters of Credit of the assigning Lender).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice such Person being consented to the Borrower and the Administrative Agent, and to any other Person with the consent by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within 10 Business Days ten (10) days after having received notice thereof thereof), the Administrative Agent and the Issuing Bank (Bsuch 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 11.6(c)(29.05(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 2,000,000 (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments and Loans and any related Commitments of the assigning 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 provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof), the Administrative Agent, and to any other Person with the consent of the Borrower applicable Issuing Bank and the Administrative Agent applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrowerthe Borrower Representative, required at any time an Event of Default shall have described in clause (a), (f), (g) or (h) of Section 8.01 has occurred and then be is continuing); provided provided, that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 2,500,000 (y) or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender 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 or other Obligations (provided provided, however, that pro rata assignments shall not be required required, and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person Eligible Assignee meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” thereof upon the giving of notice to the Borrower and the Administrative Agent; andor (2ii) to any Person Eligible Assignee meeting the criteria of clause (bii) of the definition thereof (except in the case of assignments made to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or in connection with the primary syndication of the term “Eligible Assignee” upon giving of notice credit facilities provided hereunder), consented to the Borrower and the Administrative Agent, and to any other Person with the consent by each of the Borrower and the Administrative Agent (such consent consents not to be (x) unreasonably withheld or delayed or, or (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided provided, further, that (A) the Borrower shall be deemed to have consented to any such assignment of Loans or Commitments unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five (5) Business Days after having received receiving notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(c)(ii) shall be in an aggregate amount of not less than (1) $2,500,000 with respect to the lesser assignment of the Revolving Commitments, the Revolving Loans, the Tranche A Term Loans and New Term Loans constituting Non-Institutional Incremental Facilities and (2) $1,000,000 with respect to the assignment of the Tranche B Term Loans and New Term Loans constituting Institutional Incremental Facilities (or, if less, (x) $2,500,000, (y) such lesser the amount as agreed to by the Borrower and the Administrative Agent or (zy) the aggregate amount of the Loans and any related Commitments of the assigning LenderLender with respect to the Class being assigned).

Right to Assign. Each Subject to Section 10.07(j) below with respect to Sponsor Affiliated Lenders, any Lender shall have the right at any time to may sell, assign or transfer all or a portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Commitment or and the Loans at the time owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in it) with respect of any applicable to Term Loans and/or Term Loan and any related Commitments):: (1A) to any Person meeting the criteria of clause (a) or (d) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower Holdings and the Administrative Agent; and; (2B) to any Person meeting the criteria of clause (b) of the definition of “Eligible Assignee” and consented to by each of (x) Holdings and (y) the term Administrative Agent (each consent not to be unreasonably withheld, delayed or conditioned); and (C) to any Person meeting the criteria of clause (c) of the definition of “Eligible Assignee” upon giving of notice effect to such assignment pursuant to Section 10.07(j); and provided, notwithstanding the Borrower foregoing clauses (i) and the Administrative Agent(ii), and to any other Person with the consent of the Borrower Holdings shall not be required if an Event of Default under Section 8.01(a), (f) or (g) has occurred and the Administrative Agent (such consent not to be is continuing; provided, further, (x) unreasonably withheld or delayed orHoldings’ refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, (y) in Holdings’ consent will be required with respect to any assignment to Disqualified Lenders, and (z) to the case extent the consent of BorrowerHoldings is required, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower Holdings shall be deemed to have consented to any such assignment (other than an assignment to a Disqualified Lender) unless it shall they have objected thereto by written notice to the Administrative Agent within 10 ten (10) Business Days after of having received written notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning Lenderthereof.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementDMFIRM #406105327 v12 244 (1) the Borrower, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) the Swing Line Lender and (4) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any applicable Loan and Class without assigning or transferring any related Commitments): (1) to any Person meeting the criteria portion of clause (a) its Commitment or of the definition Loans owing to it, as the case may be, of the term “Eligible Assignee” upon the giving any other Class; and (C) in connection with any assignment of notice rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the Borrower and other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent; and Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (2) to any Person meeting which may be outright payment, purchases by the criteria assignee of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agentparticipations or subparticipations, and to any or other Person compensating actions, including funding, with the consent of the Borrower and the Administrative Agent Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such consent not Defaulting Lender to be (x) unreasonably withheld or delayed orthe Administrative Agent, (y) in each Issuing Bank, the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning Lender.Swing Line DMFIRM #406105327 v12 245

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its 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: (provided that pro rata assignments i) in the case of any such assignment or transfer (other than to any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee”), the amount of the Term Loan Commitment or Term Loans of the assigning Lender subject thereto shall not be required less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or Term Loans of the applicable Class of the assigning Lender; and [[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 applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing)assigning Lender hereunder; provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount a Lender may assign or transfer all or a portion of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent its Term Loan Commitment or (z) the aggregate amount of the Term Loans and owing to it of any related Commitments Class without assigning or transferring any portion of its Term Loan Commitment or of the assigning LenderTerm Loans owing to it, as the case may be, of any other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):to: (1i) any Eligible Assignee of the type referred to any Person meeting the criteria of 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; andor (2ii) any Eligible Assignee of the type referred to any Person meeting the criteria of in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower and the Administrative AgentAgent 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, and receipt of prior written consent (each such consent not to any other Person with be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower and the Administrative Agent (such consent not to be any assignment (x) unreasonably withheld or delayed or, (y) in the case of Borrower, shall not be required at any time if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided that is continuing and (Ay) the Borrower shall be deemed to have consented to any such assignment been granted unless it the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (B2) each the Administrative Agent; provided that: (A) in the case of any such assignment pursuant or transfer (other than to this Section 11.6(c)(2any Eligible Assignee meeting the requirements of clause (i) shall be in an aggregate 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 lesser of (xforegoing minimum assignment amount requirements) $2,500,000, (y) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments or Loans and any related Commitments of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that (i) 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 (ii) for the avoidance of doubt and notwithstanding anything to the contrary contained herein, the Tranche B Term Loans shall share a single CUSIP and will in all cases be assigned ratably.

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 provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and and (2ii) to any Person meeting the criteria of clause clause (bii) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person with the consent (except in the case of assignments of Term Loans made by or to the Borrower and the Arrangers) of Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments, Borrower (such consent consents not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further that (A) the Borrower shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall have objected object thereto by written notice to Administrative Agent within 10 5 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (w) $1,000,000, (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or Agent, (zy) the aggregate amount of the Loans and any related Commitments of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of any of its Commitment Commitments or Loans owing to it or other Obligations (provided provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent, Agent and consented to any other Person with the consent by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided provided, further, that (A) the Borrower shall be deemed to have consented to any such assignment of unless it shall have objected object thereto by written notice to Administrative Agent within 10 5 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (w) $1,000,000, (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or Agent, (zy) the aggregate amount of the Loans and any related Commitments of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender, (ii) any Affiliate or Loans owing Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to it or other Obligations in writing by the Administrative Agent and the Issuing Bank (provided that pro rata assignments which consent shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed ordelayed) and the Borrower (which consent shall not be unreasonably withheld or delayed, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five Business Days after having received notice thereof thereof) unless a Default has occurred and (B) each is continuing, in which case, no such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of consent is required; provided, however, that (x) $2,500,000, such Sales must be ratable among the obligations owing to and owed by such Lender and (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Revolving Loans and Letters of Credit subject to any such lesser amount as agreed Sale shall be an integral multiple of $1,000,000, unless such Sale is made to by an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates’ and Approved Funds’) entire interest in the Revolving Loans or is made with the prior written consent of the Borrower and the Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning LenderAgent.

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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not -------- ------- varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “of "Eligible Assignee” " upon the giving of notice to the applicable Borrower or Borrowers and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “of "Eligible Assignee” upon giving " and, in the case of notice to the Borrower and the Administrative Agent, and assignments of Loans or Commitments to any other such Person with (except in the consent case of assignments made by or to GSCP or to another Lender), consented to by each of the applicable Borrower or Borrowers and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of either Borrower, required at any time an Event of Default shall have occurred and then be continuing; provided that, in any event, notice of -------- such assignment shall be given promptly to Borrowers if their consent is not otherwise required); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further each such assignment pursuant to -------- this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the applicable Borrower or Borrowers and Administrative Agent or (z) as shall constitute the aggregate amount of the Loans Commitments and any related Commitments other Obligations of the assigning Lender); provided, further, that after giving effect to such assignment, -------- ------- the 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 by the applicable Borrower or Borrowers and Administrative Agent.

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or and the Loans owing to it or other Obligations 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 pro rata assignments 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 each assignment 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 a uniformassignments to Lenders under the Revolving Facility, and shall not varying, percentage of all rights and obligations under and be required; and (ii) in respect the case of any applicable Loan and any related Commitments): such assignment or transfer (1) other than to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon ”), the giving of notice to the Borrower and the Administrative Agent; and (2) to any Person meeting the criteria of clause (b) amount of the definition Commitment or Loans of the term “Eligible Assignee” upon giving of notice assigning Lender subject thereto shall not be less than $20,000,000 (or such lesser amount as may be agreed to the Borrower and the Administrative Agent, and to any other Person with the consent of by the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in as shall constitute the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate entire remaining amount of the Commitment or Loans and any related Commitments 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 of the assigning Lender hereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):to: (1i) any Eligible Assignee of the type referred to any Person meeting the criteria of in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and; (2ii) any Eligible Assignee of the type referred to any Person meeting the criteria of in clause (b) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent, and to any other Person Agent (with the consent of the Borrower and notice by the Administrative Agent (to the Company of such consent not assignment to be given promptly after the applicable Assignment Effective Date); provided that: (x) unreasonably withheld or delayed or, (yA) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice or transfer (other than to Administrative Agent within 10 Business Days after having received notice thereof and any Eligible Assignee meeting the requirements of clause (Bi) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate above), the 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 lesser of (xforegoing minimum assignment amount requirements) $2,500,000or, (y) in each case, such lesser amount as shall be agreed to by the Borrower Company and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments or Loans and any related Commitments of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting constituting an Eligible Assignee with the criteria of clause (a) prior written consent of the definition of the term “Eligible Assignee” upon the giving of notice Borrower (not to the Borrower be unreasonably withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments and Loans and any related Commitments of the assigning 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 continuance of an Event of Default under Sections 8.1(a), 8.1(f) or 8.1(g) (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 to 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 Subject to the Intercreditor Agreement, each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment rights and obligations with respect to Loans) to (i) any existing Lender, (ii) any Affiliate or Loans owing Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to it or other Obligations in writing by the Agent (provided that pro rata assignments which consent shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed ordelayed) and the Borrower (which consent shall not be unreasonably withheld or delayed, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to Administrative the Agent within 10 five (5) Business Days after having received notice thereof thereof) unless a Default has occurred and (B) each is continuing, in which case, no such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of consent is required; provided, however, that (x) $2,500,000, such Sales must be ratable among the obligations owing to and owed by such Lender and (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans subject to any such lesser amount as agreed Sale shall be an integral multiple of $100,000, unless such Sale is made to by an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor's (together with its Affiliates' and Approved Funds') entire interest in the Loans or is made with the prior written consent of the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning LenderAgent.

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 provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower Company and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (b) or (c) of the definition of the term of “Eligible Assignee” upon giving of notice to Administrative Agent and obtaining the Borrower and the Administrative Agent, and to any other Person with the prior written consent of the Borrower and the Administrative Agent Representative (such consent not to be (x) unreasonably withheld withheld, conditioned or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing)delayed; provided it being understood that (A) the Borrower shall Representative will be deemed to have consented to any provided such assignment unless consent in the event that it shall have objected thereto by written notice failed to Administrative Agent respond to a consent request made in writing and delivered in accordance with Section 10.1 within 10 five Business Days after having received notice thereof and (B) of such delivery); provided, that each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or (z) as shall constitute the aggregate amount of the Term Loans and any related Commitments 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 (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 Commitment or Commitments and the Loans at the time owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1it) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the prior written consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) of: (xA) unreasonably withheld the Parent Borrower; provided that no consent of the Parent Borrower shall be required (i) for an assignment of all or delayed orany portion of any Commitments or Loans to an existing Lender, an Affiliate of an existing Lender or an Approved Fund or (yii) in the case of Borrower, required at any time if an Event of Default shall have under Section 7.1(a), (f) or (g) has occurred and then be is continuing); provided that (A) the Parent Borrower shall be deemed to have consented to any such assignment of Commitments or Loans unless it the Parent Borrower shall have objected thereto by written notice to Administrative Agent within 10 ten (10) Business Days after a Responsible Officer of the Parent Borrower having received notice thereof and written request therefor; (B) each such assignment pursuant to this Section 11.6(c)(2) the Agent; provided that no consent of the Agent shall be in required for an aggregate amount assignment of not less than all or 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 lesser time of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount assignment; provided that no consent of the Loans and L/C Issuers shall be required for any assignment not related Commitments of the assigning Lender.to Revolving Loan Commitments; or

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the Administrative Agent, and to any other Person with the consent of the Borrower applicable Issuing Bank and the Administrative Agent applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrowerthe Borrower Representative, required at any time an Event of Default shall have described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and then be is continuing); provided provided, that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 5,000,000 (y) or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, 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 or and the Loans at the time owing to it or other Obligations (it); provided that pro rata assignments shall not be required and (in each case with respect to any Loans) any such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):subject to the following conditions: (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving and, in the case of notice to the Borrower and the Administrative Agent, and assignments of Loans or Commitments to any other such Person with (except in the consent 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 ordelayed, or (y) in the case of the Borrower, required at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided continuing and (B) in the case of the Borrower, except for any assignment to any Person that (A) is a competitor of the Borrower Borrower, shall be deemed to have consented been given if the Borrower has not responded to any such assignment unless it shall have objected thereto by written notice to Administrative Agent a request for consent within 10 Business Days after having received notice thereof and (B) the making of such request); provided, each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments and Loans and any related Commitments of the assigning 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 all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):it: (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving and, in the case of notice assignments of Revolving Loans or Commitments to any such Person (except in the Borrower and case of assignments made by or to Ally), consented to by each of the Borrower, the Administrative Agent, the Swing Line Lender and to any other Person with the consent of the Borrower and the Administrative Agent each Issuing Bank (such consent (A) not to be (x) unreasonably withheld withheld, conditioned or delayed ordelayed, or (y) in the case of the Borrower, required at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided continuing and (B) in the case of the Borrower, except for any assignment to any Person that (A) is a competitor of the Borrower Borrower, shall be deemed to have consented been given if the Borrower has not responded to any such assignment unless it shall have objected thereto by written notice to Administrative Agent a request for consent within 10 Business Days after having received notice thereof and (B) the making of such request); provided, each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments and Revolving Loans and any related Commitments of the assigning 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 Commitment or Loans owing to it or other Borrower Obligations (provided provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) or of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria consent of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and (i) with respect to the assignment of any other Person Revolving A Loans or any Revolving A Commitment, the consent of the LC Bank or (ii) with respect to the assignment of any Revolving B Loans or any Revolving B Commitment prior to the Revolving A Scheduled Commitment Termination Date, the consent of the Borrower and the Administrative Agent (such consent not to be provided that (x) unreasonably withheld the Borrower’s consent shall not be withheld, conditioned or delayed or, unless the Borrower reasonably believes that the financial condition of the proposed Eligible Assignee creates a material risk that such Eligible Assignee would not be able to fulfill its obligations hereunder and (y) in no such consent of the case of Borrower, Borrower shall be required at any time an Event of Default shall have has occurred and then be is continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, each such assignment pursuant to this Section 11.6(c)(2) hereunder shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Commitments and Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitments or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 Representative and the Administrative Agent, Agent and consented to any other Person with the consent of the Borrower and 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 ordelayed, (y) in required with respect to any person meeting the case criteria of Borrower, clause (i) of the term “Eligible Assignee” or (z) required (1) at any time an Event of Default arising under Section 8.1(a), (f) or (g) shall have occurred and then be continuingcontinuing or (2) during the primary syndication of the Loans); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower Representative and Administrative Agent or (z) as shall constitute the aggregate amount of the Loans and any related Commitments of the applicable Class of the assigning Lender) with respect to the assignment of Loans. The Borrower Representative shall be deemed to have consented to any such assignment for which its consent is required hereunder unless the 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 that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person other than Excluded Institutions meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person other than Excluded Institutions meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative AgentAgent and, so long as no Event of Default has then occurred and to any other Person is Continuing, with the prior written consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingwithheld); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(b)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Initial Term Loan or the or New Term Loans and any related Commitments of a Series of the assigning 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 may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or rights and obligations with respect to the Revolving Loans, the Swing Loans owing to it or other Obligations and the Letters of Credit); provided, however, that (provided that pro rata assignments shall not be required and 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 and in respect of any applicable Loan and any related Commitments): Commitment, (1ii) the aggregate amount being assigned pursuant to any Person meeting the criteria of clause each such assignment (a) determined as of the definition date of the term “Eligible Assignee” upon Assignment and Acceptance with respect to such assignment) shall in no event (if less than the giving Assignor's entire interest) be less than fifteen million Dollars ($15,000,000) or an integral multiple of notice to the Borrower and the Administrative Agent; and one million Dollars (2$1,000,000) to any Person meeting the criteria of clause in excess thereof, except, in either case, (bA) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person 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 to be (x) unreasonably withheld or delayed orwithheld); provided, (y) in further, that, notwithstanding any other provision of this Section 11.2, the case consent of Borrower, the Borrower shall not be required at for any time an assignment effective when any Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” Assignee upon the giving receipt of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided that that: (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B1) each such assignment pursuant to this Section 11.6(c)(211.6(c) shall be in an aggregate amount of not less than the lesser of (xI) $2,500,000, (yII) such lesser amount as agreed to by the Borrower and Administrative Agent or (zIII) the aggregate amount of the Loans and any related Commitments of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) (y) to any Affiliate of ▇▇▇▇▇▇▇ Sachs, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ Sachs at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ Sachs is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ Sachs was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person other than Excluded Institutions meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person other than Excluded Institutions meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative AgentAgent and, so long as no Event of Default has then occurred and to any other Person is Continuing, with the prior written consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingwithheld); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(b)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Restatement Effective Date Term Loan or the or New Term Loans and any related Commitments of a Series of the assigning 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 (i) Subject to the conditions set forth in Section 11.06(b)(ii), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (provided such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; provided, that pro rata assignments (i) no consent of the Borrower shall not be required and each for an assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed Assignee or, (y) in the case of Borrower, required at any time if an Event of Default shall have under Section 8.01(a), (b), (c), (f) or (g) has occurred and then be is continuing); provided that , any other Person and (Aii) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five Business Days after having received receipt of written notice thereof and thereof; and (B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (1) Barclays or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or an Approved Fund of the assignor. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under the Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser (determined as of (xI) $2,500,000, (y) the date the Assignment and Assumption with respect to such lesser amount as agreed assignment is delivered to by the Borrower and Administrative Agent or (zII) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than $1,000,000 or an integral multiple thereof, unless the Borrower and the Administrative Agent otherwise consent; (B) the aggregate amount parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; and (C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the Loans interest assigned by such Assignment and any related Commitments Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04 and 3.

Right to Assign. Each 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 provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice such Person being consented to the Borrower and the Administrative Agent, and to any other Person with the consent by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within 10 Business Days ten (10) days after having received notice thereof thereof) and the Administrative Agent (Bsuch 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 11.6(c)(29.05(c)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments and Loans and any related Commitments of the assigning 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 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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai)(a) or clause (ii)(a) of the definition of the term “of "Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (b) of the definition of the term “otherwise constituting an Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person Assignee with the consent of the Borrower and the Administrative Agent (such which consent shall not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided provided, that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 1,000,000 (y) 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 (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the 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 (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person other than Excluded Institutions meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person other than Excluded Institutions meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative AgentAgent and, so long as no Default or Event of Default has then occurred and to any other Person is Continuing, with the prior written consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingwithheld); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(b)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Initial Term Loan or the or New Term Loans and any related Commitments of a Series of the assigning 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 including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting constituting an Eligible Assignee with the criteria prior written consent of clause Borrower (anot to be unreasonably withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments and Loans and any related Commitments of the assigning Lender); provided however, that Borrower consent shall (i) be deemed to have been given if ▇▇▇▇▇▇▇▇ 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 continuance of an Event of Default under Sections 8.1(a), 8.1(f) or 8.1(g) (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 to Fortress does not result in greater payments by 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 may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or rights and obligations with respect to the Revolving Loans, the Swing Loans owing to it or other Obligations and the Letters of Credit); provided, however, that (provided that pro rata assignments shall not be required and 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 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 five million Dollars ($5,000,000) or an integral multiple of any applicable Loan one million Dollars ($1,000,000) in excess thereof; and any related Commitments): (1iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent shall not 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 assign to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower Person; and the Administrative Agent; 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 the Administrative Agentprovided, and to further, that, notwithstanding any other Person with provision of this Section 11.2, the consent of the Borrower and shall not be required for any assignment occurring either prior to the Administrative Agent (such consent not to be (x) unreasonably withheld Syndication Completion Date or delayed or, (y) in the case of Borrower, required at when any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):it: (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving and, in the case of notice assignments of Revolving Loans or Commitments to any such Person (except in the Borrower and case of assignments made by or to DBNY), consented to by each of the Borrower, the Administrative Agent, the Swing Line Lender and to any other Person with the consent of the Borrower and the Administrative Agent each Issuing Bank (such consent (A) not to be (x) unreasonably withheld withheld, conditioned or delayed ordelayed, or (y) in the case of the Borrower, required at any time a Default or an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided continuing and (B) in the case of the Borrower, except for any assignment to any Person that (A) is a competitor of the Borrower Borrower, shall be deemed to have consented been given if the Borrower has not responded to any such assignment unless it shall have objected thereto by written notice to Administrative Agent a request for consent within 10 Business Days after having received notice thereof and (B) the making of such request); provided, each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Commitments and Revolving Loans and any related Commitments of the assigning 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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a --------- ------- uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Tranche B Term Loan and any related Tranche B Term Loan Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “of "Eligible Assignee” " upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “of "Eligible Assignee” upon giving " and, in the case of notice assignments of Loans or Tranche B Term Loan Commitments to any such Person (except in the case of assignments made by or to GSCP or to another Lender), consented to by Borrower and the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing; provided -------- that, in any event, notice of such assignment shall be given promptly to Borrower if its consent is not otherwise required); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, -------- further each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Loans Tranche B Term Loan Commitments and any related Commitments other Obligations of the assigning Lender).

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 that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative AgentBorrower; 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 the Administrative Agent, and Borrower; and (3) to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) thereof; provided, however, each such assignment pursuant to this Section 11.6(c)(211.6(c) shall be in an aggregate amount of not less than the lesser of (x) $2,500,00010,000,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning 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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsLoan): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower Company and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower Company and the Administrative Agent; provided, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) further each such assignment pursuant to this Section 11.6(c)(29.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower Company and Administrative Agent or (z) as shall constitute the aggregate amount of the Loans and any related Commitments of the assigning Lender); provided, no Lender shall assign or sell participations of all or a portion of its interest in a Loan to any Person who is (A) 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 contrary hereunder, no Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations as a Lender under this Agreement without prior consultation with the Company (unless an Event of Default has occurred and is continuing).

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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower Xerium and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “Eligible Assignee” upon the giving of notice to Xerium and Administrative Agent (except in the Borrower and case of assignments made by or to the Administrative AgentLead Arranger); subject, and however, in the case of assignments of Revolving Loans or Revolving Commitments to any other such Person with (except in the case of assignments made by or to the Lead Arranger), to prior written consent of the Borrower and the by Xerium, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of BorrowerXerium, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further, each such assignment pursuant to this Section 11.6(c)(210.7(c)(ii) shall be in an aggregate amount of not less than the lesser of Base Currency Amount (xA) $2,500,000, 5,000,000 or its currency equivalent (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning 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 Commitment or Loans owing to it or other Obligations (provided provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; andand NY\5627635.16 (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the Administrative Agent, and to any other Person with the consent of the Borrower applicable Issuing Bank and the Administrative Agent applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrowerthe Borrower Representative, required at any time an Event of Default shall have described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and then be is continuing); provided provided, that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 5,000,000 (y) or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender 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 (Revolver) or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan or Loan (Revolver) and any related Commitments): Commitments (1Revolver)) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” Assignee upon the giving receipt of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided that that: (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B1) each such assignment pursuant to this Section 11.6(c)(211.6(c) shall be in an aggregate amount of not less than the lesser of (xI) $2,500,000, (yII) such lesser amount as agreed to by the Borrower and Administrative Agent or (zIII) the aggregate amount of the Loans and any related Commitments (Revolver) of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) to any Af f iliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af filiate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a ▇▇▇▇▇▇ and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af f i liate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting ▇▇▇▇▇▇.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower Representative and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the Administrative Agent, and to any other Person with the consent of the Borrower applicable Issuing Bank and the Administrative Agent applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrowerthe Borrower Representative, required at any time an Event of NY\6180200.13 Default shall have described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and then be is continuing); provided provided, that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.06(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 5,000,000 (y) or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, 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 (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 Commitment or Commitments and the Loans at the time owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1it) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the prior written consent of the Borrower and the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) of: (xA) unreasonably withheld the Parent Borrower; provided that no consent of the Parent Borrower shall be required (i) for an assignment of all or delayed orany portion of any Commitments or Loans to an existing Lender, an Affiliate of an existing Lender or an Approved Fund or (yii) in the case of Borrower, required at any time if an Event of Default shall have under Section 7.1(a), (f) or (g) has occurred and then be is continuing); provided that (A) the Parent Borrower shall be deemed to have consented to any such assignment of Commitments or Loans unless it the Parent Borrower shall have objected thereto by written notice to Administrative Agent within 10 ten (10) Business Days after a Responsible Officer of the Parent Borrower having received notice thereof and written request therefor; (B) each such assignment pursuant to this Section 11.6(c)(2) the Agent; provided that no consent of the Agent shall be in required for an aggregate amount assignment of not less than all or 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 lesser time of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount assignment; provided that no consent of the Loans and L/C Issuers shall be required for any assignment not related Commitments of the assigning Lender.to Revolving Loan Commitments; or 97

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 provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” with the consent of each Issuing Bank and, unless an Event of Default is then continuing, Borrower (such consent not to be unreasonably withheld or delayed) and upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person with the consent of the Administrative Agent, each Issuing Bank and Borrower and the Administrative Agent (such consent consents not to be (xa) unreasonably withheld or delayed or, or (yb) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to Administrative Agent within 10 15 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (w) $5,000,000, (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent Agent, (y) the aggregate principal amount of the Loans of the assigning Lender then outstanding or (z) the aggregate amount assigned by an assigning Lender to an Affiliate or Related Fund of the Loans and any related Commitments of the assigning such Lender.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment Commitments and its rights and obligations with respect to Loans and Letters of Credit) to any of the following Persons (each an “Eligible Assignee”): (i) any existing Lender, (ii) any Affiliate or Loans owing to it Approved Fund of any existing Lender or (iii) any other Obligations Person acceptable (provided that pro rata assignments which acceptance shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1unreasonably withheld or delayed) to any Person meeting the criteria Administrative Agent and the Borrower; provided, however, that (x) such Sales must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and (y) the aggregate outstanding principal amount (determined as of clause (athe effective date of the applicable Assignment) of the definition 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 an Affiliate or Approved Fund of any existing Lender, is of the term “Eligible Assignee” upon assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the giving prior consent of notice to the Borrower and the Administrative Agent; and (2) to any Person meeting provided, further, upon the criteria occurrence of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default (other than the Existing Alleged Defaults) subsequent to the date of the Waiver & Amendment No. 3 to this Agreement, the requirements of an Eligible Assignee under this subsection (b) shall have occurred and then be continuing); provided that (A) no longer require the acceptance of the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to under clause (iii) regardless of whether the Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant and/or Lenders agree to this Section 11.6(c)(2) shall be in an aggregate amount waive or forbear the subsequent Event of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning LenderDefault.”

Right to Assign. Each Lender Bank shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligation (provided provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower Xerium and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower Xerium and the Administrative Agent; subject, and however, in the case of assignments of Revolving Loans or Revolving Commitments to any other Person with the such Person, to prior written consent of the Borrower and by Xerium, the Administrative Agent and the Issuing Bank (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of BorrowerXerium, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower Xerium shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five (5) Business Days after having received notice thereof and (B) thereof; provided, further, each such assignment pursuant to this Section 11.6(c)(210.7(c)(ii) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,000, 2,500,000 (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning LenderBank) 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 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 Term Loans of the assigning Bank) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations (provided that pro rata with, in all cases other than assignments shall not be required and each assignment shall be 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 applicable Loan and any related Commitmentsaddition to the consents required below): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and Administrative Agent and (except in the Administrative Agent, and case of assignments made by or to any other Person with Facility Agent or their respective Affiliates), consented to by the consent of the Borrower and Borrower, the Administrative Agent and each Issuing Bank (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Borrower, required in connection with the primary syndication or at any time an Event of a Default shall have occurred and then be continuingexists); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further, each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser $5,000,000 or integral multiples of $1,000,000 in excess thereof (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans.

Right to Assign. Each Lender shall have may, with the right at any time to sellconsent of the Directing Agent and the Borrower, assign or transfer to an assignee 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 to an Eligible Assignee; provided that: (provided that pro rata assignments i) each of the Borrower’s and the Directing Agent’s consent to any such assignment (a) shall not be unreasonably withheld or delayed and (b) shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations if the assignee is an Eligible Assignee under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause subparts (a), (b) or (c) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and Assignee or a Liquidity Provider (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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of an assignment by a Class A Revolving Conduit Lender); (ii) the Borrower, ’s consent to any such assignment pursuant to this Section 0 shall not be required at any time if a Default or an Event of Default shall have occurred and then be continuing)or at any time after the Revolving Commitment Period; provided that (Aiii) the Borrower shall be deemed to have consented Borrower’s and the Directing Agent’s consent to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) 0 shall not be required in an aggregate amount the case of a Class B Lender, at any time, provided such assignment would not less than increase the lesser liability of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower under Section 0; and Administrative Agent or (ziv) the aggregate amount of parties to each such assignment shall execute and deliver to the Loans Directing Agent an Assignment Agreement and any related Commitments of the assigning Lenderapplicable tax forms.

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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” upon the giving of notice to the each Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “Eligible Assignee” upon giving and, in the case of notice assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to the Borrower and the Administrative AgentLead Arrangers), and consented to any other Person with the consent of the Borrower and the by each Borrower, Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of each Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further, each such assignment pursuant to this Section 11.6(c)(210.7(c)(ii) shall be in an aggregate amount of not less than the lesser of Base Currency Amount (xA) $2,500,000, 5,000,000 or its currency equivalent (y) or such lesser amount as may be agreed to by the each Borrower and Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning 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, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ 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 sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Borrower Obligations (provided provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (b) of the definition of the term “otherwise constituting an Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person Assignee with the consent of the Borrower and each of the Administrative Agent and the Borrower (such consent in each case, not to be (x) unreasonably withheld or delayed ordelayed); provided, that (yi) in no consent of the case Borrower shall be required if an Event of Borrower, required at any time Default has occurred and is continuing and (ii) unless an Event of Default shall have occurred and then exists, no assignment may be continuing)made to an Ineligible Institution; provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, each such assignment pursuant to this Section 11.6(c)(2) hereunder shall be in an aggregate amount of not less than the lesser of $1,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Commitments and Loans. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to an Ineligible Institution and (b) the Borrower and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is an Ineligible Institution and that the Administrative Agent shall have no liability with respect to any assignment or participation made to an Ineligible Institution.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including 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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower NewPageCo and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving and, in the case of notice to the Borrower and the Administrative Agent, and assignments of Revolving Loans or Revolving Commitments to any other such Person with (except in the consent case of the Borrower assignments made by or to GSCP), consented to by each of NewPageCo and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of BorrowerNewPageCo, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) provided, further each such assignment pursuant to this Section 11.6(c)(211.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Administrative Agent and (so long as no Event of Default exists) NewPageCo or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning LenderLender (and aggregating assignments to or by Related Funds for this purpose) with respect to the assignment of Revolving Commitments and Revolving Loans. In addition to the consents, if any, required by the preceding provisions of this Section 11.6(c), each assignment by a Lender of all or a portion of its Revolving Commitment shall require the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including 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 provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any its related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “of "Eligible Assignee” " upon (A) the giving of notice to the Borrower Borrowers and the Administrative Agent, and (B) in the event of any proposed assignment to G▇▇▇▇▇▇ S▇▇▇▇ Credit Partners, L.P. or Wachovia or any of their respective Affiliates, receipt of the prior written consent of the Borrowers, which consent shall not be unreasonably withheld; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “of "Eligible Assignee” upon giving " and, in the case of notice to the Borrower and the Administrative Agent, and assignments of Loans or Commitments to any other Person with the consent such Person, consented to by each of the Borrower Borrowers and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, or (y) in the case of Borrowerthe Borrowers, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) such consent shall not be required if such Person has combined capital and surplus of not less than $300,000,000 or its equivalent in foreign currency, whose long-term certificate of deposit rating or long-term senior unsecured debt rating is rated "BBB" or higher by S&P and "Baa2" or higher by M▇▇▇▇'▇ Investor Service, Inc. or an equivalent or higher rating by a nationally recognized rating agency if both of the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) two named rating agencies cease publishing rating of investments; provided, further each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower Borrowers and the Administrative Agent or (z) as shall constitute the aggregate amount of the Loans Commitments, and any related Commitments other Obligations of the assigning Lender); provided further that after giving effect to such assignment, the assigning Lender shall have Commitments and Loans aggregating at least $2,000,000 (unless such assigning Lender is assigning all of its Commitments and Loans), in each case unless otherwise agreed to the Borrowers 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 provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower Administrative Agent and, if such Eligible Assignee is not, or is not an Affiliate of a Lender, the applicable Issuing Bank and the Administrative AgentSwing Line Lender; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person with the consent of the Borrower Representative and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed orand, (y) in absent the case occurrence and continuance of Borrower, required at any time an Event of Default shall have occurred and then be continuing); Default, with the prior written consent of each of the Borrower Representative (provided that (A) the Borrower Representative shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five (5) Business Days after having received notice thereof thereof), the applicable Issuing Banks and the Swing Line Lender (B) such consents not to be unreasonably withheld or delayed; provided, that further each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and Representative, the Administrative Agent or (z) as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans and any related Commitments of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided that that, except as set forth in the last paragraph of this Section 11.06(c), pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” Assignee upon the giving receipt of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided that that: (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (Bi) each such assignment pursuant to this Section 11.6(c)(211.06(c) shall be in an aggregate amount of not less than the lesser of (xA) $2,500,00010,000,000, (yB) such lesser amount as agreed to by the Borrower Representative and the Administrative Agent or (zC) the aggregate amount of the assigning ▇▇▇▇▇▇’s Loans and any related Commitments of the applicable Tranche; (ii) no consent of the Administrative Agent shall be required for any assignment by a Lender (A) 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 (B) to any affiliate of the assigning Lender to the extent that such assignment will not give rise to the imposition of increased costs or other amounts by such assignee under Section 2.07 or 2.08; and (iii) the Borrower Representative has consented to such assignment (which consent, unless such assignment is to a Disqualified ▇▇▇▇▇▇, shall not be unreasonably withheld, conditioned or delayed); provided, that no consent of the Borrower Representative shall be required for an assignment of Commitments or Loans of any Tranche (A) for any assignment to a Lender or to any affiliate or managed fund of a Lender, (B) after an Event of Default under Sections 8.01(a), 8.01(e) or 8.01(f) has occurred and is continuing, or (C) after any other Event of Default has occurred and is continuing for more than 60 days; provided, further, that in the case of each of the foregoing clauses (B) and (C), assignment under such circumstances to a Disqualified ▇▇▇▇▇▇ shall be prohibited; provided that, notwithstanding any provision to the contrary in this Agreement or any other Loan Document, no Lender shall be permitted to make an assignment of Loans and Commitments of any Tranche (or any portion thereof) to any Person unless such assignment is accompanied by simultaneous assignments of (i) a pro rata portion of such ▇▇▇▇▇▇’s Loans and Commitments of each other existing Tranche and (ii) a pro rata portion of such Lender’s Offshore Borrower Loans and Offshore Borrower Commitments of each existing Tranche (as defined in the Offshore Borrower Credit Agreement) under the Offshore Borrower Credit Agreement, in each case, to the same Person such that, following any such assignment, each Lender shall continue to hold ratable portions of (x) Commitments and Loans of each existing Tranche and (y) Offshore Borrower Commitments and Offshore Borrower Loans of each existing Tranche (as defined in the Offshore Borrower Credit Agreement).

Right to Assign. Each (i) Subject to the conditions set forth in Section 11.06(b)(ii), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (provided such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; provided, that pro rata assignments (i) no consent of the Borrower shall not be required and each for an assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed Assignee or, (y) in the case of Borrower, required at any time if an Event of Default shall have under Section 8.01(a), (b), (c), (f) or (g) has occurred and then be is continuing); provided that , any other Person and (Aii) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within 10 five Business Days after having received receipt of written notice thereof and thereof; (B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (1) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or an Approved Fund of the assignor; (C) the Swing Line Lender; and (D) any Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans under the Facility, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser (determined as of (xI) $2,500,000, (y) the date the Assignment and Assumption with respect to such lesser amount as agreed assignment is delivered to by the Borrower and Administrative Agent or (zII) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than $1,000,000 or an integral multiple thereof, unless the Borrower and the Administrative Agent otherwise consent; (B) the aggregate amount parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; and (C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the Loans interest assigned by such Assignment and any related Commitments Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04 and 3.

Right to Assign. Each 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 that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” Assignee upon the giving receipt of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided that that: (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B1) each such assignment pursuant to this Section 11.6(c)(211.6(c) shall be in an aggregate amount of not less than the lesser of (xI) $2,500,000, (yII) such lesser amount as agreed to by the Borrower and Administrative Agent or (zIII) the aggregate amount of the Loans and any related Commitments of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by G▇▇▇▇▇▇ S▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) (y) to any Affiliate of G▇▇▇▇▇▇ S▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is G▇▇▇▇▇▇ S▇▇▇▇ or an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ at a time when neither G▇▇▇▇▇▇ S▇▇▇▇ nor an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ is a Lender and neither G▇▇▇▇▇▇ S▇▇▇▇ nor an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender.

Right to Assign. Each (i) Subject to the conditions set forth in Section 11.06(b)(ii), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (provided such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; provided, that pro rata assignments no consent of the Borrower shall not be required and each for an assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving Assignee or, if an Event of notice to the Borrower Default under Section 8.01 (a), (b), (c), (f) or (g) has occurred and is continuing, any other Person; and (B) the Administrative Agent; and provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (1) Barclays Bank PLC or an Affiliate thereof or (2) to any Person meeting the criteria a Lender, an Affiliate of clause (b) a Lender or an Approved Fund of the definition assignor. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the term “Eligible Assignee” upon giving entire remaining amount of notice the assigning Lender’s Commitments or Loans under the Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Borrower Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and the Administrative AgentAssumption) shall not be less than $1,000,000 or an integral multiple thereof, and to any other Person with the consent of unless the Borrower and the Administrative Agent otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that only one such consent not to fee shall be (x) unreasonably withheld or delayed or, (y) payable in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing)contemporaneous assignments to or by two or more Approved Funds; provided that and (AC) the Borrower Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be deemed a party hereto and, to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount extent of the Loans interest assigned by such Assignment and any related Commitments Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04 and 3.

Right to Assign. Each 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 that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) ), to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon ; provided that (i) unless the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agentassignee is a Lender, and to any other Person with the consent of the Borrower Administrative Agent and the Administrative Agent L/C Issuer shall be required and (ii) unless either (x) the assignee is a Lender or an Affiliate of a Lender or a Related Fund or (y) an Event of Default exists, the consent of Borrower shall be required (each such consent not to be (x) unreasonably withheld withheld, conditioned or delayed or, (y) delayed; it being understood that Borrower will be deemed to have provided such consent in the case of Borrower, required at any time an Event of Default event that it shall have occurred failed to respond to a consent request made in writing and then be continuingdelivered in accordance with Section 10.1 within 10 Business Days of such delivery); provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment of Loans or Commitments pursuant to this Section 11.6(c)(210.6(c) shall be in an aggregate amount of not less than the lesser of $5,000,000 (x) $2,500,000, (y) or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or (z) as shall constitute the aggregate amount of the Loans and any related Commitments 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 such minimum assignment amounts. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or enforcing the requirement that only Eligible Assignees shall be Lenders.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it or other Obligations 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 pro rata assignments the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (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 than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the 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 the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any applicable Loan and Class without assigning or transferring any related Commitments): (1) to any Person meeting the criteria portion of clause (a) its Commitment or of the definition Loans owing to it, as the case may be, of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agentany other Class; and (2C) to in connection with any Person meeting the criteria assignment of clause (b) rights and obligations of the definition of the term “Eligible Assignee” upon giving of notice any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the Borrower and other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative AgentAgent in an aggregate amount sufficient, and to any upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other Person compensating actions, including funding, with the consent of the Borrower and the Administrative Agent Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such consent not Defaulting Lender to be the Administrative Agent, each Issuing Bank, the Swing Line Lender and each other Lender hereunder (xand interest accrued thereon), and (2) unreasonably withheld or delayed oracquire (and fund as appropriate) its Pro Rata Share of all Revolving Loans and participations in Letters of Credit, (y) Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in the case event that any assignment of Borrowerrights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (C), required at any time an Event then the assignee of Default shall have occurred and then be continuing); provided that (A) the Borrower such interest shall be deemed to have consented to any be a Defaulting Lender for all purposes of this Agreement until such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning Lendercompliance occurs.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitments or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, Agent and consented to any other Person with the consent of the Borrower and by the Administrative Agent (such consent not to be unreasonably delayed or withheld) and the Borrower (such consent not to be (x) unreasonably withheld or delayed ordelayed, (y) in required with respect to any person meeting the case criteria of Borrower, clause (i) of the term “Eligible Assignee” or (z) required (1) at any time an Event of Default arising under Section 8.1(a), (f) or (g) shall have occurred and then be continuingcontinuing or (2) during the primary syndication of the Loans); provided that each such assignment pursuant to this Section 10.6(c) (Atreating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Loans of the applicable Class of the assigning Lender) with respect to the assignment of Loans. Borrower shall be deemed to have consented to any such assignment for which its consent is required hereunder unless it Borrower shall have objected object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each of such assignment pursuant to this Section 11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning Lenderproposed 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 that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1) to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” Assignee upon the giving receipt of notice to the Borrower and the Administrative Agent; 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 the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided that that: 139 (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B1) each such assignment pursuant to this Section 11.6(c)(211.6(c) shall be in an aggregate amount of not less than the lesser of (xI) $2,500,000, (yII) such lesser amount as agreed to by the Borrower and Administrative Agent or (zIII) the aggregate amount of the Loans and any related Commitments of the assigning Lender; and (2) no consent of the Administrative Agent or the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) to any Af f iliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af filiate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af f iliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (1i) to any Person meeting the criteria of clause (ai) of the definition of the term “Eligible Assignee” (or, for the avoidance of doubt with respect to the Rolled-Up Loans, their applicable designees) upon the giving of notice to the Borrower and the Administrative Agent; and (2ii) to any Person meeting the criteria of clause (bii) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower and the Borrower, Administrative Agent, Agent and to any other Person with the consent such Person, consented to by each of the Borrower and the Administrative Agent (each such consent (x) not to be (x) unreasonably withheld or delayed or, and (y) in the case of Borrower, not to be required at any time an Event of Default shall have occurred and then be continuing); provided provided, further, that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall have objected object thereto by written notice to Administrative Agent within 10 five (5) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 11.6(c)(210.6(c)(ii) shall be in an aggregate amount of not less than the lesser of (x) $2,500,000, 1,000,000 or (y) such lesser amount as agreed to by the Borrower and Administrative Agent or (z) the aggregate amount of the Loans and any related Commitments of the assigning LenderAgent.