Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, 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 the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and a Facility, (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative AgentAgent and (z) no such assignment shall be made to any Group Member or any Affiliate of any Group Member.

Right to Assign. Each Lender Purchaser may sellSell to any Person such Purchaser’s rights and obligations hereunder, transferincluding its rights and obligations with respect to Notes, negotiate without the consent of Issuer or assign all or a portion any other Person, so long as such Purchaser has not Sold more than 49% of the Notes it held on the Closing Date (its “Minimum Hold”). In addition, any Purchaser may Sell its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters Notes) in excess of Credit) its Minimum Hold to any of the following Persons (each an “Eligible Assignee”) (i) any existing LenderPurchaser, (ii) any Affiliate or Approved Fund of any existing Lender Purchaser or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent Required Purchasers and, as long as no Event of Default is continuing, the BorrowerIssuer; provided, however, that (xi) each such Sales Sale must be ratable among the obligations owing to and owed by such Lender with respect to the Facility Purchaser and (yii) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations Notes subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender Purchaser or an Affiliate or Approved Fund of any existing LenderPurchaser, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility Notes or is made with the prior consent of the Borrower Issuer and the Administrative AgentRequired Purchasers.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable Eligible Assignee consented to in writing by the Administrative Agent and the Issuing Bank (which acceptance consent shall not be unreasonably withheld or delayed) and the Borrower (which consent shall not be unreasonably withheld or delayed, and the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by notice to the Administrative Agent and, as long as no Event of within five Business Days after having received notice thereof) unless a Default has occurred and is continuing, the Borrowerin which case, no such consent is required; provided, however, that (x) such Sales must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments Loans and L/C Obligations Letters of Credit subject to any such Sale shall be an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates Affiliates’ and Approved Funds’) entire interest in such Facility the Loans or is made with the prior written consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the a Facility and (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be 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 assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person (other than any Group Member or any of its Affiliates) acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Default or Event of Default is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the a Facility and (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be 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 assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may may, with the prior written consent of the Administrative Agent, sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Term Loans), subject to compliance with subsection 9.9(c) below, to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable Person; provided that, with respect to a Sale pursuant to the foregoing clause (iii) by any Lender (other than the initial syndication by the initial Lender, to which acceptance this proviso shall not be unreasonably withheld or delayed) to the Administrative Agent andapply), as so long as no Event of Default is continuing, such other Person shall be acceptable to the Borrower (which acceptance by the Borrower shall be deemed to have been given unless an objection is delivered to the Lenders within 10 Business Days after notice of a proposed Sale is delivered to the Borrower); provided, further, 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 the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations Term Loans subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility the Term Loans or is made with the prior consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and (y) interest accrued prior to and through the Administrative Agentdate of any such Sale may not be assigned.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the BorrowerBorrower (such consent to be unreasonably withheld, conditioned or delayed); provided, however, that (xw) such Sales must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and Facility, (yx) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent, and (y) so long as no Event of Default is continuing, no such Sale may be made to Persons identified on Schedule 11.2 or their Control Investment Affiliates so long as any such Persons are, in the good faith determination of the Borrower, investors in the Borrower’s competitors.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign transfer all or a portion of its rights and obligations hereunder (including under this Agreement, including, without limitation, all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to any it or other Obligations (provided, howeverwith the consent of the following Persons Borrower (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall such consent not to be unreasonably withheld withheld, conditioned or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower); provided, however, provided that (x) such Sales must the consent of the Borrower shall not be ratable among the obligations owing to required for any assignment of Loans or Commitments at any time when an Event of Default under Sections 8.1(a), (g) or (h) has occurred and owed by such Lender with respect to the Facility is continuing and (y) no assignments shall be permitted to a Disqualified Institution; provided further, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the aggregate outstanding principal amount criteria of clause (determined as of the effective date of the applicable Assignmenta) of the Loans, Commitments definition of the term of "Eligible Assignee" upon the giving of notice to Company and L/C Obligations Administrative Agent in accordance with Section 10.1 of this Agreement; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and subject to any the terms of the Assignment Letter; provided, each such Sale assignment pursuant to this Section 10.6(c)(ii) shall be in an integral multiple aggregate amount of not less than $1,000,000, unless 1,000,000 (or such Sale is made lesser amount as may be agreed to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates by Company and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent).

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the Term Loans but must be ratable among the obligations owing to and owed by such Lender with respect to the Facility a Term Loan and (y) for each Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and 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 assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility Term Loan or is made with the prior consent of the Borrower and the Administrative Agent.. In the case of any assignment of Term Loan A, the proceeds of any L/C Cash Collateral held by the Administrative Agent shall not be released in connection with any such assignment, but shall instead continue to be held by the Administrative Agent for application as provided by Annex B.

Right to Assign. Each DIP Lender may shall have the right at any time to sell, transfer, negotiate assign or assign transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to any of the following Persons it or other Obligations (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (xi) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and DIP Agent; (ii) to any Person otherwise constituting an Eligible Assignee; provided, that each such Sales must assignment pursuant to this Section 10.6(c)(ii) shall be ratable among the obligations owing in an aggregate amount of not less than (B) $1,000,000 (or such lesser amount as may be agreed to and owed by such Lender with respect to the Facility and (y) DIP Agent or as shall constitute the aggregate outstanding principal amount (determined as of the effective date Loans of the applicable Assignmentassigning DIP 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 DIP Lender, an Affiliate of a DIP Lender or a Related Fund of the Loansassignor or (y) if an Event of Default shall have occurred and is continuing. provided, Commitments and L/C Obligations that any assignment by an Initial DIP Lender of any unfunded Commitment shall be 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 assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent(not to be unreasonably withheld, delayed or conditioned).

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, with respect to any such assignments after the Closing Date, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales must do not have to be ratable between the Facilities or among the obligations owing to and owed by such Lender with respect to the a Facility and (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable with the consent (which acceptance consent shall not be unreasonably withheld or delayedwithheld) to the Administrative Agent and, as long as no Event of Default is continuing, the BorrowerAgent; 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 (yw) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of Borrower Representative (to the Borrower extent required) and Agent, (x) such Sales shall be effective only upon the Administrative acknowledgement in writing of such Sale by Agent, and (y) interest accrued prior to and through the date of any such Sale may not be assigned. No Sale shall be made to (A) a Credit Party, an Affiliate of a Credit Party, a holder of Subordinated Indebtedness or an Affiliate of such a holder, or (B) so long as no Event of Default exists, a Disqualified Institution.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Delayed Draw Term Loan Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the BorrowerBorrowers; provided, however, that (x) such Sales must be ratable among the obligations owing to and owed by such Lender with respect to the Delayed Draw Term Loan Facility and (y) for the Delayed Draw Term Loan Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Delayed Draw Term Loan 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 assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower Borrowers and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Loan) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person Eligible Lender acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales assignments must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and Loan Facility, (y) the aggregate outstanding principal amount (determined as of the effective date Closing Date of the applicable AssignmentAssignment and Acceptance) of the Loans, Loan and Commitments and L/C Obligations subject to any such Sale assignment shall be an integral multiple of $1,000,000, unless such Sale assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such the Loan Facility or is made with the prior consent of the Borrower and the Administrative AgentAgent and (z) the consent of the Borrower shall not be required for any assignment by the Lenders party hereto on the Closing Date made in connection with the primary syndication of the Loan Facility of their respective Commitments and Loan held on the Closing Date.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, 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 Revolving Credit Facility and (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such the Revolving Credit Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Subject to compliance with clause (c) below, each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) (each, a “Sale”) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Facility a facility, and (y) for each facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment Agreement) of the Loans, Commitments and L/C Letter of Credit Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditTerm Loans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as if no Event of Default has occurred and is continuingcontinuing and if the assignee of the proposed assignment is a Competitor, 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 Term Facility and (y) for the Term Facility, the aggregate outstanding principal amount Principal Balance (determined as of the effective date of the applicable Assignment) of the Loans, Term Loans and Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such the Term Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent Agents and, as long as no Event of Default is continuing, the BorrowerBorrower (such consent to be unreasonably withheld, conditioned or delayed); provided, however, that (xw) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and a Facility, (yx) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative AgentAgents, and (y) so long as no Event of Default is continuing, no such Sale may be made to Persons identified on Schedule 11.2 or their Control Investment Affiliates so long as any such Persons are, in the good faith determination of the Borrower, investors in the Borrower's competitors.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Term Loan Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to any of the following Persons (each an “"Eligible Assignee”) "): (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Default or Event of Default is continuing, 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 a Term Loan Facility and (y) for each Term Loan Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Term Loan Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such the Term Loan Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters Letter of CreditCredit Obligations) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person Eligible Assignee acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the BorrowerBorrowers; provided, however, that (x) such Sales sales, transfers or assignments do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the a Facility and (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment Agreement) of the Loans, Commitments and L/C Letter of Credit Obligations subject to any such Sale sale, transfer or assignment shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale sale, transfer or assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower Borrowers and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, with respect to any such assignments after the Closing Date, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales must do not have to 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 the effective date of the applicable Assignment) of the Loans, Loans and Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Default or Event of Default is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the a Facility and (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales do not have to be ratable between the Term Loans but must be ratable among the obligations owing to and owed by such Lender with respect to the Facility a Term Loan and (y) for each Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and 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 assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such Facility Term Loan or is made with the prior consent of the Borrower and the Administrative Agent; provided, further, that the consent of the Administrative Agent shall not be required for any assignment by any Arranger (or any Affiliate or Related Person of such Arranger) of the Commitments or Loans held on the Closing Date by such Person to the extent such assignment is made as part of the primary syndication of the applicable Term Loan.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Loans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (xA) such Sales do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the a Facility and (yB) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Revolving Credit Commitments and L/C Obligations subject to any such Sale for (x) the Term Loan Facility, shall be an integral multiple in a minimum amount of $1,000,0001,000,000 (x) Revolving Credit Facility, shall be in a minimum amount of $100,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans): (i) to any Person meeting the criteria of clause (a) of the following Persons (each an “definition of the term Eligible Assignee”) (i) any existing Lender, Assignee upon the giving of notice to the Administrative Agent; and (ii) to any Affiliate or Approved Fund of Person otherwise constituting an Eligible Assignee, subject to any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to applicable consents required by the Administrative Agent and, as long as no Event of Default is continuing, the Borrowerdefinition thereof; provided, however, that (xA) such Sales sales must be ratable among the obligations owing to and owed by such Lender with respect to the Facility Facility, and (yB) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans or Commitments and L/C Obligations subject to any such Sale sale shall be an integral multiple of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, sale is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such the Facility or is made with the prior written consent of the Required Lenders and, so long as no Event of Default has occurred and is continuing, the consent of the Borrower and the Administrative Agent(such Borrower consent not to be unreasonably withheld, conditioned or delayed).

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the BorrowerBorrower (such consent to be unreasonably withheld, conditioned or delayed); provided, however, that (xw) such Sales must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and Facility, (yx) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and L/C Obligations subject to any such Sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent, and (y) so long as no Event of Default is continuing, no such Sale may be made to Persons identified on Schedule 11.2 or their Control Investment Affiliates so long as any such Persons are, in the good faith determination of the Borrower, investors in the Borrower's competitors.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Term Commitment or Revolver Commitment and its rights and obligations with respect to Revolver Loans and Letters of Credit) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender Eligible Assignee or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales sales must be ratable between the Revolver Loans and Term Loans and must be ratable among the obligations owing to and owed by such Lender with respect to the Facility such Loans and (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolver Commitments and L/C LC Obligations subject to any such Sale sale shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale sale is made to an existing Lender or an Affiliate or Approved Fund of any existing LenderEligible Assignee, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility Loans or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Loans) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other Person Eligible Lender acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales assignments must be ratable among the obligations owing to and owed by such Lender with respect to the Facility and Loan Facility, (y) the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment and Acceptance) of the Loans, Loans and Commitments and L/C Obligations subject to any such Sale assignment shall be an integral multiple of $1,000,000, unless such Sale assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates and Approved Funds) entire interest in such the Loan Facility or is made with the prior consent of the Borrower and the Administrative AgentAgent and (z) the consent of the Borrower shall not be required for any assignment by the Lenders party hereto on the Effective Date made in connection with the primary syndication of the Loan Facility of their respective Commitments and Loans held on the Effective Date.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its 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 Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld withheld, conditioned, or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales sale, transfer, or assignment does not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the a Facility and (y) for each Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale sale, transfer, or assignment shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale sale, transfer, or assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or is made with the prior consent of the Borrower and the Administrative Agent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its aggregate Revolving Credit 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 LenderLender (other than a Restricted Person), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Restricted Person) or (iii) any Person to whom such Lender has pledged its Loans and Commitments hereunder in connection with the exercise of remedies by such Person or (iv) any other Person (other than a Restricted Person) acceptable (which acceptance shall not be unreasonably withheld withheld, conditioned or delayed) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that (x) such Sales Transfers must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Credit Facility and (y) for the Revolving Credit Facility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Credit Commitments and L/C Obligations subject to any such Sale Transfer shall be an integral multiple in a minimum amount of $1,000,000, unless such Sale Transfer is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such the Revolving Credit Facility or is made with the prior consent of the Borrower Borrowers and the Administrative Agent.