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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): (i) to any Person meeting the criteria of clause (A) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (B) of the definition of the term of “Eligible Assignee” and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further each such assignment pursuant to this Section 9.1A shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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 Obligation Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Aa) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower Company and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bb) or (c) of the definition of the term of “Eligible Assignee” and consented upon giving of notice to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andAgent; provided, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided that further each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Term Loan or New Term Loans of the assigning Lender)) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): (i) to any Person meeting the criteria of clause (A) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (B) of the definition of the term of “Eligible Assignee” and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further each such assignment pursuant to this Section 9.1A 8.1A shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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 Obligation Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Aa), (b) or (c) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving consent of notice to the Borrower and the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed); and and (ii) to any Person meeting the criteria of clause (Bd) or (e) of the definition of the term of “Eligible Assignee” and consented to by each upon consent of the Borrower and the Administrative Agent (such consent not and the giving of notice to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower; provided, required at any time an Event of Default shall have occurred and then be continuing); provided further that each such assignment pursuant to this Section 9.1A 10.06(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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.

Right to Assign. Each With the consent of the Company (such consent not to be unreasonably, conditioned, delayed or withheld and, in any event, to be deemed granted if not denied within ten (10) Business Days after the request by the Administrative Agent), each Lender shall 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 the Loans owing to it or other Obligation Credit Document Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): any Loan): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower Company and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and”; provided, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further each such assignment pursuant to this Section 9.1A 11.6(c)(ii) shall be in an aggregate amount of not less than $5,000,0001,000,000 as of trade date, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing if specified (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans of the assigning Lender, it being understood that simultaneous assignments by two or more Related Funds shall in any event be aggregated for purposes of determining compliance with such $1,000,000 threshold); provided, that after the occurrence and during the continuance of an Event of Default, the Company’s consent to any assignment shall not be required.

Right to Assign. Each Lender shall 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower Agent and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” and and, in the case only of assignments of Revolving Loans or Revolving Commitments to any such Person consented to by each of the Borrower Agent and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the BorrowerBorrower Agent, required at any time an Event of Default shall have occurred and then be continuing); provided provided, further each such assignment pursuant to this Section 9.1A 11.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,0002,500,000 as of trade date, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing if specified (or such lesser amount as may be agreed to by the Borrower Agent and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed anddelayed, or (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuingconnection with primary syndication); provided provided, further each such assignment pursuant to this Section 9.1A 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Second Lien Term Loan or New Term Loans of the assigning Lender)) with respect to the assignment of Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans Term Loan owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): any Term Loans): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and ; (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and, except in the case of assignments made by or to GS Lending Partners, consented to by each of the Borrower and the Administrative Agent (Agent, such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing)delayed; provided further that each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Term Loans of the assigning Lender); and (iii) to any Person meeting the criteria of clause (iii) of the definition of the term of “Eligible Assignee” so long as such sales, assignments or transfers are in accordance with the procedures set forth in Section 10.6(i).

Right to Assign. Each Lender shall 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee,” and consented except that in the case of assignments of Revolving Loans or Revolving Commitments (other than assignments made by or to by GSCP or UBS Loan Finance LLC), such Person shall require the consent of each of the Borrower Company and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the BorrowerCompany, required at any time an Event of Default shall have occurred and then be continuing); provided further further, that each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing 2,500,000 (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or (or, for the avoidance of doubt with respect to any Approved Fund the Rolled-Up Loans, their applicable designees) upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower, Administrative Agent and to any 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 and, and (y) in the case of the Borrower, not to be required at any time an Event of Default shall have occurred and then be continuing); provided further provided, further, that (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to (x) $1,000,000 at any time an Event of Default shall have occurred and be continuing or (or y) such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans of the assigning Lender)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 Obligation (provided, however, provided that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its any related Commitment): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “"Eligible Assignee” " and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further provided, further, that each such assignment pursuant to this Section 9.1A 8.1A shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing 5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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 Term Loan Commitment or Term Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): Obligations: (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and (except in the case of assignments made by or to GSLP and its Affiliates or DBTCA and its Affiliates) consented to by each of the Borrower and the Administrative Agent (such which consent shall not to be (x) unreasonably withheld or delayed and, or (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuingcontinuing and which consent shall be deemed to be given unless Borrower objects thereto by written notice to Administrative Agent within five days after having received notice thereof)); provided further that each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and 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 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 Obligation Obligations (provided, however, provided however that pro rata Transfers shall not be required and each such assignment Transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Term Loan and its Commitment): any related Term Loan Commitments): (i) to any Person meeting a New Lender satisfying the criteria of clause (Aa) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Facility Agent; and and (ii) to any Person meeting New Lender satisfying the criteria of clause (Bb) of the definition of the term of “Eligible Assignee” and consented to by each of after consultation with the Borrower and the Administrative Agent for at least three (3) Business Days (such consent consultation not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing)) and upon giving of notice to the Facility Agent; provided further each that any such assignment Transfer pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $US$1,000,000 at any time an Event and multiple amounts of Default shall have occurred and be continuing US$1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Facility Agent or as shall constitute the aggregate amount of the Commitment Term Loan Commitments and Term Loans 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 Term Loans owing to it or other Obligation Obligations (provided, however, provided that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Term Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Aa), clause (c) or clause (d) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to but without the Borrower consent of Xxxxxxxx and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bb) of the definition of the term of term, “Eligible Assignee” and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing)”; provided further each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans Term Loan of the assigning Lender) with respect to the assignment of Term Loans; provided, however, that in no event shall any Lender be permitted to sell, assign or transfer all or any portion of its rights and obligations under this Agreement to any Disqualified Institution, unless an Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) has occurred and is continuing at the time of such assignment.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitments, Loans and LC Deposit or Loans owing to it or of any other Obligation Obligations (provided, however, that each such partial assignment shall be made as an assignment of a uniform, and not varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this proviso shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of Loans and its Commitment): one Class of Commitments or Loans): (i) to any Person meeting the criteria of clause (Aa) of the definition of the term of “Eligible Assignee” or to any Approved Fund Assignee upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bb) of the definition of the term Eligible Assignee upon the giving of “Eligible Assignee” and consented notice to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andAgent; provided, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further each such assignment pursuant to this Section 9.1A 10.06(d)(ii) shall be in an aggregate amount of not less than $5,000,0001,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Dollar Term B Loans, the Dollar Term B II Loans or the Euro Term Loans, or the LC Deposit, 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower Company and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” and consented to by each by, subject to the provisions of the Borrower and the Section 10.6(d), Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) delayed); provided that such consent shall not be required in the case of an assignment in connection with the Borrower, required at initial syndication of the Commitments or Loans or if any time an Default or Event of Default shall have has occurred and then be is continuing); provided further each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to 5,000,000 and minimum increments of $1,000,000 at any time an Event of Default shall have occurred and be continuing in excess thereof (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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 Advances owing to it or other Obligation Obligations (provided, howeverpro rata assignments shall not be required, that but each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Advance and its any related Commitment): ): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the Borrower, required at any time an a Termination Event of Default shall have occurred and then be continuing); provided provided, further each such assignment pursuant to this Section 9.1A 9.02(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Commitments and Loans Advances of the assigning Lender)) with respect to the assignment of the Commitments and Advances.

Right to Assign. Each Lender shall 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its any related Commitment): (i) to any Person meeting the criteria of clause (A) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (B) of the definition of the term of “"Eligible Assignee” " and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (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 each such assignment pursuant to this Section 9.1A 8.1A shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans of the assigning Lender).. $1,100,000,000 CREDIT AGREEMENT

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Aa) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower Borrowers and the Administrative AgentAgent but with no consent required of any of them; and and (ii) to any Person meeting the criteria of clause (Bb) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrowers and Administrative Agent and, in the case of assignments of Loans or Revolving Commitments to any such Person, consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the Borrower, required at any time an Event of Default with respect to any Borrower under Sections 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing); provided further provided, further, that each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing 5,000,000 (or such lesser amount as may be agreed to by the Borrower Borrowers and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its any related Commitment): (i) to any Person meeting the criteria of clause (A) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person meeting the criteria of clause (B) of the definition of the term of “"Eligible Assignee” " and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (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 each such assignment pursuant to this Section 9.1A 8.1A shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower Company and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “"Eligible Assignee” " and consented to by each of the Borrower Company and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the BorrowerCompany, required at any time (1) an Event of Default shall have occurred and then be continuingcontinuing or (2) during syndication of the Loans and Commitments, at which times the Company shall be notified and consulted with respect to and prior to any such assignment); provided provided, further each such assignment pursuant to this Section 9.1A 10.6(c) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing 5,000,000 (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): Obligations: (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” upon giving of notice to Administrative Agent and consented to by each with the written consent of the Borrower and (not to be unreasonably withheld, conditioned or delayed) (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuingwithin 5 Business Days after having received notice thereof); provided further provided, that each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Term Loans of the assigning Lender); provided, further, that Borrower’s consent to such assignments shall not be required during the continuance of an Event of Default.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” and consented upon giving of notice to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing)Agent; provided further that each such assignment pursuant to this Section 9.1A 9.6(c)(ii) shall be in an aggregate amount of not less than (a) $5,000,0001,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing (or b) such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute Borrower, (c) the aggregate amount of the Commitment and Loans of the assigning Lender or (d) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower Company and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “"Eligible Assignee” and " and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Borrower Company and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the BorrowerCompany, required at any time an Event of Default shall have occurred and then be continuing); provided provided, further each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing 5,000,000 (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower Company and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” and and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Borrower Company and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the BorrowerCompany, required at any time an Event of Default shall have occurred and then be continuing); provided provided, further each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing 2,500,000 (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation Obligations (provided, however, unless otherwise consented to by the Required Lenders and Borrower, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Aa) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower Borrower, each other Lender and the Administrative Agent; and and (ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria consent of clause Administrative Agent; provided, that (Bi) of the definition of the term of “Eligible Assignee” and consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) except in the case of the Borroweran assignment of all of a Lender’s Commitments and Loans, required at any time an Event such assigning Lender shall retain a minimum of Default shall have occurred $5,000,000 in Commitments and then be continuing); provided further (ii) each such assignment pursuant to this Section 9.1A 12.10(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to (A) $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Commitments and Loans of the assigning Lender)) with respect to the assignment of the Commitments and Loans and (B) $5,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Loans of the assigning Lender) with respect to the assignment of Loans.

Right to Assign. Each Lender Bank shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “Eligible Assignee” and consented upon the giving of notice to by each of the Borrower and the Administrative Agent; subject, however, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, to prior written consent by, the Administrative Agent and the Issuing Bank (such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided further provided, further, each such assignment pursuant to this Section 9.1A 10.7(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to 2,500,000 and increments of $1,000,000 at any time an Event of Default shall have occurred and be continuing (or in excess thereof such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Commitments and Loans of the assigning Lender)Bank) with respect to the assignment of the Commitments and Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): Obligations: (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) 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 case of assignments made by or to any Facility Agent or their respective Affiliates), consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided further that, until the Initial Maturity Date, the consent of the Borrower (not to be unreasonably withheld or delayed) shall be required with respect to any assignment that would result in the Facility Agent collectively holding less than 50.1% of the aggregate outstanding principal amount of the Loans; provided, further, each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to 5,000,000 or integral multiples of $1,000,000 at any time an Event of Default shall have occurred and be continuing in excess thereof (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans and its Commitment): Obligations: (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) 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 case of assignments made by or to any Facility Agent or their respective Affiliates), consented to by each of the Borrower and Borrower, the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (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 further provided, further, each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to 1,000,000 or integral multiples of $1,000,000 at any time an Event of Default shall have occurred and be continuing in excess thereof (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment and Loans 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “"Eligible Assignee” and " and, in the case of assignments of Revolving Loans or Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Borrower and the Administrative Agent (such consent not to be (x) unreasonably withheld withheld, conditioned or delayed andor, (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 each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing 3,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Commitments and Revolving Loans 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 Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower Agent and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “"Eligible Assignee” and " and, in the case only of assignments of Revolving Loans or Revolving Commitments to any such Person consented to by each of the Borrower Agent and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the BorrowerBorrower Agent, required at any time an Event of Default shall have occurred and then be continuing); provided provided, further each such assignment pursuant to this Section 9.1A 11.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,0002,500,000 as of trade date, which such amount shall be reduced to $1,000,000 at any time an Event of Default shall have occurred and be continuing if specified (or such lesser amount as may be agreed to by the Borrower Agent and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer 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 Obligation Obligations (provided, however, provided however that pro rata Transfers shall not be required and each such assignment Transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any applicable Term Loan and its Commitment): any related Term Loan Commitments): (i) to any Person meeting a New Lender satisfying the criteria of clause (Aa) of the definition of the term of “Eligible Assignee” or to any Approved Fund upon the giving of notice to the Borrower and the Administrative Facility Agent; and and (ii) to any Person meeting New Lender satisfying the criteria of clause (Bb) of the definition of the term of “Eligible Assignee” and consented to by each of after consultation with the Borrower and the Administrative Agent for at least three (3) Business Days (such consent consultation not to be (x) unreasonably withheld or delayed and, (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing)) and upon giving of notice to the Facility Agent; provided further each that any such assignment Transfer pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to $US$1,000,000 at any time an Event and multiple amounts of Default shall have occurred and be continuing US$1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Facility Agent or as shall constitute the aggregate amount of the Commitment Term Loan Commitments and Term Loans of the assigning Lender).. - 129 - CREDIT AGREEMENT

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of Loans any Loan and its Commitment): any related Commitments): (i) to any Person meeting the criteria of clause (Ai) of the definition of the term of “"Eligible Assignee” or to any Approved Fund " upon the giving of notice to the Borrower Company and the Administrative Agent; and and (ii) to any Person meeting the criteria of clause (Bii) of the definition of the term of “"Eligible Assignee” and " and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Borrower Company and the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed andor, (y) in the case of the BorrowerCompany, required at any time an Event of Default shall have occurred and then be continuing); provided provided, further each such assignment pursuant to this Section 9.1A 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000, which such amount shall be reduced to (A) $1,000,000 at any time an Event of Default shall have occurred and be continuing (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitment Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.