Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Loans owing to it or other Obligation (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) (i) to any Person meeting the criteria of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) shall be in an aggregate amount of not less than $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 Commitments or 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 Term Loan Commitment or Term Loans owing to it or other Obligation Obligations (providedprovided that, however, that pro rata assignments shall be required and each such sale, assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Commitment) Term Loan Commitments): (i) to any Person meeting the criteria of the definition of that is an “Eligible Assignee” ”, upon the giving of notice to Company Borrower and Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and and (ii) to any Person otherwise not constituting an Eligible Assignee (other Person consented to by each than a Credit Party or an affiliate of Company a Credit Party); provided so long as no Default or Event of Default has occurred or is continuing, with the consent of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuingdelayed); provided, further, each provided further that Borrower shall be deemed to have consented to any such assignment (other than of Term Loans unless it shall object hereto by written notice to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) shall be in an aggregate amount of not less than $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 Commitments or Loans of the assigning Lender)within five (5) Business Days.

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment and the Loans owing to it or other Obligation it, to: (providedi) any Eligible Assignee upon the giving of notice to, howeverand the receipt of the prior written consent of, the Borrower and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); provided that pro rata assignments the consent of the Borrower shall not be required (A) for an assignment to an Eligible Assignee of the type referred to in clause (a) of the definition of such term or (B) if an Event of Default shall have occurred and each is continuing; and (ii) in the case of any such assignment or transfer (other than to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee”), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $100,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the entire remaining amount of the Commitment or Loans of the assigning Lender); and (iii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) (i) to any Person meeting the criteria of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) shall be in an aggregate amount of not less than $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 Commitments or Loans of the assigning Lender)Lender hereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its unfunded Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentCommitments) with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Borrower; provided that, the prior written consent of the Borrower shall not be required for any assignment: (i) to any Person meeting the criteria of clause (a) of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and Agent; (ii) to any other Person consented to by each of Company and Administrative Agent otherwise constituting an Eligible Assignee; and (such consent not to be (xiii) unreasonably withheld or delayed or, (y) in the case of Company, required at any time if an Event of Default shall have has occurred and then be is continuing); provided, further, each such assignment (other than pursuant to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”this Section 10.6(c) shall be in an aggregate amount of not less than $1,000,000 US$5,000,000 (or such lesser amount (x) as may be agreed to by Company the Borrower and Administrative Agent or Agent, (y) as shall constitute the aggregate amount of the Loans or unfunded Commitments or Loans of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) (iCommitments) to any Person meeting the criteria of the definition of “Eligible Assignee” Assignee upon the giving of notice to Company and the Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed orprovided that, (yA) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount (x) as may be agreed to by the Administrative Agent, or (y) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans, and (B) the consent of the Company shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or a Related Fund of such Lender; provided, further that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender)within five Business Days after having received notice thereof.

Right to Assign. Each Lender shall have the right at any time with the prior written consent in their respective sole and absolute discretion of the Borrower and the Administrative Agent 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 Borrower Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) (iCommitments) to any Eligible Assignee; provided, however that the consent of the Borrower (and, in the case of any assignment by a Conduit Lender to a Person meeting the criteria set forth in clause (i) of the definition of “Eligible Assignee” upon , the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (iiAgent) to any other Person consented to by each of Company and Administrative Agent (such consent shall not to be (x) unreasonably withheld or delayed or, (y) required in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) ; provided further than any assignment that would result in the Lenders in the Credit Suisse Lender Group not constituting the Required Lenders hereunder shall require the prior written consent, in its sole and absolute discretion, of the Borrower; and provided further that, notwithstanding anything to the contrary contained herein, no consent of the Borrower shall be in required for any assignment at any time an aggregate amount Event of not less than $1,000,000 (or such lesser amount as may be agreed to by Company Default has occurred and Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender)is continuing.

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment and the Loans owing to it or other Obligation it, to: (providedi) any Eligible Assignee upon the giving of notice to, howeverand the receipt of the prior written consent of, the Borrower and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); provided that pro rata assignments the consent of the Borrower shall not be required (A) for an assignment to an Eligible Assignee of the type referred to in clause (a) of the definition of such term or (B) if an Event of Default shall have occurred and each is continuing; and (ii) in the case of any such assignment or transfer (other than to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee”), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $100,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the entire remaining amount of the Commitment or Loans of the assigning Lender); and (iii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) (i) to any Person meeting the criteria of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) shall be in an aggregate amount of not less than $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 Commitments or Loans of the assigning Lender)Lender hereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Loans owing to it or other Obligation (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Loan): (i) to any Person meeting the criteria of clause (iv) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company Company, each Issuing Bank and Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of any other clause (i) of the definition of the term of “Eligible Assignee”” with the consent of Administrative Agent, the Issuing Bank and, if no Default or Event of Default has occurred and is continuing, Company (each such consent not to be unreasonably withheld or delayed); provided that each such assignment pursuant to this Section 10.6(c) shall be in an aggregate amount of not less than $1,000,000 1.0 million (or such lesser amount as may be agreed to by Company and Administrative Agent and, if no Default has occurred and is continuing, Company, or as shall constitute the aggregate amount of the Commitments or 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 including, without limitation, all or a portion of its Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) (i) to any Person meeting the criteria of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed orLoan, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each that notwithstanding any assignment of all or a portion of its Commitment, BAMI shall remain obligated to fund the Revolving Loans under such assignment Commitment in accordance with the terms hereof): (other than i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee”” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent; provided, further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans Loan of the assigning Lender).

Right to Assign. Each DIP 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 be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Loan): (i) to any Person meeting the criteria of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than 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 assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative DIP Agent or as shall constitute the aggregate outstanding principal amount of the Commitments or Loans of the assigning 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 assignor or (y) if an Event of Default shall have occurred and is continuing. provided, that any assignment by an Initial DIP Lender of any unfunded Commitment shall be subject to the consent of the Borrower (not to be unreasonably withheld, delayed or conditioned).

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 Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Commitments): (i) to any Person meeting the criteria of clause (a)(i) or clause (b)(i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company Administrative Borrower and Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and and (ii) to any other Person consented to by each otherwise constituting an Eligible Assignee with the consent of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (yA) in the case of Companythe assignment of Term Loans, required at any time an Event Agent, and (B) in the case of Default shall have occurred the assignment of Revolving Loans, Agent and then be continuing)the Service Agent; provided, further, each such assignment (other than pursuant to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $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 Revolving Commitments or 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 Agent or as shall constitute the aggregate amount of the Term Loan A or Term Loan B 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 unfunded Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentCommitments) with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Borrower; provided that, the prior written consent of the Borrower shall not be required for any assignment: (i) to any Person meeting the criteria of clause (a) of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and Agent; (ii) to any other Person consented to by each of Company and Administrative Agent otherwise constituting an Eligible Assignee; and (such consent not to be (xiii) unreasonably withheld or delayed or, (y) in the case of Company, required at any time if an Event of Default shall have has occurred and then be is continuing); provided, further, each such assignment (other than pursuant to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”this Section ‎10.6(c)(ii) shall be in an aggregate amount of not less than $US$1,000,000 (or such lesser amount (x) as may be agreed to by Company the Borrower and Administrative Agent or Agent, (y) as shall constitute the aggregate amount of the Loans or unfunded Commitments or Loans of the assigning Lender or (z) as is 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 Term Loan Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Commitments; provided, however, that each such assignment of an Initial Term Loan or Delayed Draw Term Loan Commitment shall be accompanied by a pro rata assignment of such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitments or Initial Term Loans, respectively): (i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and and (ii) to any other Person consented to by each otherwise constituting an Eligible Assignee with the consent of Company and Administrative Agent (such consent not to be (x) unreasonably withheld so long as no Default or delayed or, (y) in the case of Company, required at any time an Event of Default shall have has occurred and then is continuing) (provided, that if Company shall not have responded in writing within [**] after receipt of written notice of the proposed assignment, Company shall be continuing)deemed to have approved such assignment) and Administrative Agent; provided, further, each such assignment (other than pursuant to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $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 Commitments or Loans of the assigning LenderAgent).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Term Loan Commitments): (i) to any Person (other than a Disqualified Institution) meeting the criteria of clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to Company ▇▇▇▇▇▇▇▇ and Administrative Agent by delivery of the fully executed Assignment Agreement; and Agent; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible Assignee, so long as [***], with the consent of Administrative Agent and upon giving notice to the Borrower; (iii) to any Person consented otherwise constituting an Eligible Assignee, [***], with the consent of the Borrower (which shall not be unreasonably withheld, delayed or conditioned and if Borrower shall not have responded in writing within [***] after receipt of written notice of the proposed assignment, Borrower shall be deemed to by each of Company have approved such assignment) and Administrative Agent Agent; and (such consent not to be (xiv) unreasonably withheld or delayed or, (y) in the case of Company, required at any time if an Event of Default shall have as occurred and then be is continuing), to any other Person constituting an Eligible Assignee, with the consent of Administrative Agent; provided, further, that each such assignment pursuant to Section 10.6(c)(ii) and (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”iii) shall be in an aggregate amount of not less than $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 Commitments or Loans of the assigning LenderAgent).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Loans owing to it or other Obligation (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Loan): (i) to any Person meeting the criteria of clause (iv) of the definition of “the term of "Eligible Assignee” " upon the giving of notice to Company Company, each Issuing Bank and Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of any other clause (i) of the definition of “the term of "Eligible Assignee”" with the consent of Administrative Agent, the Issuing Bank and, if no Default or Event of Default has occurred and is continuing, Company (each such consent not to be unreasonably withheld or delayed); provided that each such assignment pursuant to this Section 10.6(c) shall be in an aggregate amount of not less than $1,000,000 1.0 million (or such lesser amount as may be agreed to by Company and Administrative Agent and, if no Default has occurred and is continuing, Company, or as shall constitute the aggregate amount of the Commitments or 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 owing to it or other Obligation Obligations (provided, however, unless otherwise consented to by the Required Lenders and Borrower, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Commitments): (i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company Borrower, each other Lender and Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and and (ii) to any other Person consented to by each otherwise constituting an Eligible Assignee with the consent of Company and Administrative Agent Agent; provided, that (such consent not to be (xi) unreasonably withheld or delayed or, (y) except in the case of Companyan 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 (other than pursuant to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”Section 12.10(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Commitments or 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 shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Term Loan Commitments): (i) to any Person (other than a Disqualified Institution) meeting the criteria of clause (a) or clause (c) of the definition of the term “Eligible Assignee” upon the giving of notice to Company B▇▇▇▇▇▇▇ and Administrative Agent by delivery of the fully executed Assignment Agreement; and Agent; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible Assignee, so long as [***], with the consent of Administrative Agent and upon giving notice to the Borrower; (iii) to any Person consented otherwise constituting an Eligible Assignee, [***], with the consent of the Borrower (which shall not be unreasonably withheld, delayed or conditioned and if Borrower shall not have responded in writing within [***] after receipt of written notice of the proposed assignment, Borrower shall be deemed to by each of Company have approved such assignment) and Administrative Agent Agent; and (such consent not to be (xiv) unreasonably withheld or delayed or, (y) in the case of Company, required at any time if an Event of Default shall have as occurred and then be is continuing), to any other Person constituting an Eligible Assignee, with the consent of Administrative Agent; provided, further, that each such assignment pursuant to Section 10.6(c)(ii) and (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”iii) shall be in an aggregate amount of not less than $1,000,000 [***] (or such lesser amount as may be agreed to by Company B▇▇▇▇▇▇▇ and Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning LenderAgent).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Commitments; provided, however, that each such assignment of an Initial Term Loan or Delayed Draw Term Loan Commitment shall be accompanied by a pro rata assignment of such ▇▇▇▇▇▇’s Delayed Draw Term Loan Commitments or Initial Term Loans, respectively): (i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment AgreementAgent; and (ii) to any other Person consented to by each otherwise constituting an Eligible Assignee with the consent of Company and Administrative Agent (such consent not to be (x) unreasonably withheld so long as no Default or delayed or, (y) in the case of Company, required at any time an Event of Default shall have has occurred and then is continuing) (provided, that if Company shall not have responded in writing within [**] after receipt of written notice of the proposed assignment, Company shall be continuing)deemed to have approved such assignment) and Administrative Agent; provided, further, each such assignment (other than pursuant to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $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 Commitments or Loans of the assigning LenderAgent).

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment and the Loans owing to it it, to: (i) any Eligible Assignee upon the giving of notice to, and the receipt of the prior written consent of, the Borrower and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld or other Obligation (provided, however, delayed); provided that pro rata assignments the consent of the Borrower shall not be required (A) for an assignment to an Eligible Assignee of the type referred to in clause (a) of the definition of such term or (B) if an Event of Default shall have occurred and each is continuing; and (ii) in the case of any such assignment or transfer (other than to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee”), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $100,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the entire remaining amount of the Commitment or Loans of the assigning Lender); and (iii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) (i) to any Person meeting the criteria of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than to any Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) shall be in an aggregate amount of not less than $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 Commitments or Loans of the assigning Lender)Lender hereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Loans owing to it or other Obligation Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan Loan, provided, further, that notwithstanding any assignment of all or a portion of its Commitment, the Initial Lender shall remain obligated with respect to its Revolving Commitment unless and any related Commitment) (i) to any Person meeting the criteria extent of an assignment to an Eligible Assignee made with the consent of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent Borrower (such consent not to be (x) unreasonably withheld or delayed or, delayed): (yi) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than 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 Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent; provided, further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans Loan 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 pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitment) Obligations: (i) to any Person meeting the criteria of the definition of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent by delivery of the fully executed Assignment Agreement; and (ii) to any other Person consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment (other than 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 Administrative Agent; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to Administrative Agent and with the written consent of the Borrower (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 within 5 Business Days after having received notice thereof); provided, that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Commitments or 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.