Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations; provided, however, that (x) pro rata assignments shall not be required and its (y) each assignment, other than pursuant to Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), (iii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) Administrative Agent and with the prior written consent (which such consent not to be unreasonably withheld or delayed) of Issuing Bank at the time of such assignment in the case of assignments of Revolving Loans or Revolving Commitments; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and, (x) in the case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to Barclays or any of its affiliates), consented to by each of Borrower and Administrative Agent and (y) in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by Issuing Bank; provided that any such consent (x) shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutiondelayed or (y) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of Borrower shall not be required at any Sale time an Event of a Default shall have occurred and then be continuing; provided, further that (A) 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 Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Tranche B Term Loans, Revolving Commitments and Revolving Loans, and $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate of the Tranche A Term Loan, Letter ) with respect to the assignment of Credit or Revolving Loan Commitment, the Revolver Agent Tranche A Term Loans and each L/C Issuer that is a Lender (which such B) any required Borrower consent of L/C Issuer and the Borrower shall be deemed to have been given to any assignment of Loans or Commitments unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations; provided, however, that (x) pro rata assignments shall not be required and its (y) each assignment, other than pursuant to Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), (iii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) Administrative Agent and with the prior written consent (which such consent not to be unreasonably withheld or delayed) of Issuing Bank at the time of such assignment in the case of assignments of Revolving Loans or Revolving Commitments; and (ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and, (x) in the case of assignments of Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSLP or any of its affiliates), consented to by each of Borrower and Administrative Agent and (y) in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by Issuing Bank; provided that any such consent (x) shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutiondelayed or (y) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of Borrower shall not be required at any Sale time an Event of a Default shall have occurred and then be continuing; provided, further that (A) 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 Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Tranche B Term Loans, Revolving Commitments and Revolving Loans, and $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate of the Tranche A Term Loan, Letter ) with respect to the assignment of Credit or Revolving Loan Commitment, the Revolver Agent Tranche A Term Loans and each L/C Issuer that is a Lender (which such B) any required Borrower consent of L/C Issuer and the Borrower shall be deemed to have been given to any assignment of Loans or Commitments unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under, and in respect of, any applicable Loan and any related Commitments), to Loans and Letters of Credit) to any Eligible Assignee; provided that (i) any existing Lender unless the assignee is a Lender, the consent of the Administrative Agent and the L/C Issuer shall be required (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written each such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with ) and (ii) unless either (x) the assignee is a proposed assignment to any Disqualified InstitutionLender or an Affiliate of a Lender or a Related Fund or (y) of the Administrative Agent, and, as long as no an Event of Default is continuingexists, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and Borrower shall be required (each L/C Issuer that is a Lender (which such consent of L/C Issuer and the not to be unreasonably withheld, conditioned or delayed; it being understood that Borrower shall will be deemed to have been given unless provided such consent in the event that it shall have failed to respond to a consent request made in writing and delivered in accordance with Section 10.1 within 10 Business Days of such delivery); provided that each such assignment of Loans or Commitments pursuant to this Section 10.6(c) shall be in an objection is delivered aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by Borrower and the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to or as shall constitute the Borrower) (each aggregate amount of the Persons described in clauses (i)Loans or the total Commitment, (ii) and (iii) being called herein an “Eligible Assignee”respectively, of the assigning Lender); provided, however, that (w) the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect minimum assignment amounts. Notwithstanding anything to the Revolving Loans or the Term Loancontrary contained herein, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject under no obligation to determine whether an assignee is an Eligible Assignee and shall have no responsibility for monitoring or enforcing the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person requirement that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale only Eligible Assignees shall be null and voidLenders.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), i) of the definition of the term of “Eligible Assignee”; and (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, term of “Eligible Assignee” upon such Person (except in the case of assignments made by or to any Sale Joint Lead Arranger or any of a Revolving Loan, Letter of Credit its Affiliates in connection with the primary syndication or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iiiotherwise) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have consented to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan CommitmentCommitments, the Revolver Agent, Issuing Bank and the Swing Line Lender and the Borrower (such consents not to be (x) unreasonably withheld or delayed or (y) interest accrued, prior to and through in the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) case of the definition Borrower, required at any time an Event of Non-Funding Lender Default has occurred and is continuing and the consent of the Borrower shall be subject deemed to have been provided unless it shall object thereto by written notice to the Administrative Agent’s prior written consent Agent within 5 Business Days after having received notice thereof); provided, that further each such assignment pursuant to this Section 10.06(c)(ii) shall be in all instancesan aggregate amount of not less than (A) $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 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 the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, unless in connection that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidminimum assignment amounts.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted LenderExcluded Person), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted Lender) or Excluded Person); or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person orperson and, so long as no Event of Default is then continuing, a Disqualified Institutionan Excluded Person) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) Agents (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, [Reserved]; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrowerthe Borrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, Agents; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; and (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s Agents’ prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v)) and shall not be an Impacted Lender. The Administrative Agent’s Agents’ refusal to accept a Sale to a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person reasonably acceptable (other than which acceptance shall not be unreasonably withheld or delayed) to the Borrower and its SubsidiariesAdministrative Agent and, a natural Person or, so as long as no Event of Default under Section 9.1(a) or (e) is then continuing, a Disqualified Institutionthe Borrower; provided, that (v) with no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the prior written Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clauses (ii) and (iii) below, (w) any Assignment of Revolving Credit Commitments shall require the consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each the L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Issuer, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent (which consent shall not be unreasonably withheld or delayed) of the Borrower (to the extent Borrower’s consent as long as no Event of Default is otherwise requiredcontinuing) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may which consent shall not be assigned, unreasonably withheld or delayed) and (z) the Borrower shall exercise commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances; (ii) Notwithstanding the foregoing, unless (a) Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any Permitted Investor, Parent or the Borrower (in such capacity, the “Offeror”) may make one or more offers to repurchase all or any portion of the Term Loans of Lenders, in each case, subject to, and solely to the extent permitted in accordance with, the terms, conditions, limitations and procedures set forth in Exhibit 11.2 hereto (and any such repurchase shall occur pursuant to the form of Purchaser Assignment and Acceptance attached as Annex C to Exhibit 11.2) and (b) Assignments to any Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any Permitted Investor, Parent or the Borrower shall be permitted only so long as the acquired Loans and Commitments shall be immediately cancelled upon the effectiveness of the Assignment thereof; (iii) Following repurchase by Offeror pursuant to this Section 11.2(b), the Term Loans so repurchased shall be deemed cancelled for all purposes and no longer outstanding (and may not be resold by such Offeror), for all purposes of this Agreement and all other Loan Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document or (C) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Loan Document. Any payment made by the Offeror in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on votingrepurchase permitted by this Section 11.2(b) upon Sales to such Persons, shall not be deemed subject to be unreasonablethe provisions of either Section 2.13 or Section 11.9. In no event Failure by Borrower to make any payment to a Lender required by an agreement permitted by this Section 11.2(b) shall not constitute an Event of Default under Section 9.1(a). Notwithstanding any Lender Sell any Loan or Commitment of the provisions set forth in this Agreement to Borrower or any Subsidiary thereof the contrary, Borrower, Parent, the Lenders and any such purported Sale Agents hereby agree that nothing in this Agreement shall be null and voidunderstood to mean or suggest that the Term Loans constitute “securities” for purposes of either the Securities Act or the Exchange Act.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or a Defaulting Lender) or ); (iii) any other Person (other than a natural Person, a Defaulting Lender or the Borrower and its or any of the Borrower’s Affiliates or Subsidiaries, a natural Person or, so long ) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the L/C Issuer and the Borrower) , as applicable). Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal ; and (E) assignments and participations to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Disqualified Institutions shall be null subject to the terms and voidconditions in Section 10.9(g).

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), i) of the definition of the term “Eligible Assignee”; and (ii) to any Affiliate or Approved Fund Person meeting the criteria of any existing Lender clause (other than a Non-Funding Lender or Impacted Lenderii) or (iii) any other Person (other than of the definition of the term “Eligible Assignee” and consented to by each of the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative AgentAgent (each such consent not to be (x) unreasonably withheld, and, as long as no Event of Default is continuing, delayed or conditioned and (y) in the prior written consent case of the Borrower, and(1) required at any time an Event of Default shall have occurred and then be continuing or (2) required during each of (aa) the period commencing with the Amendment No. 2 Effective Date and ending on the date of delivery of financial statements pursuant to Section 5.1(a) and a Compliance Certificate pursuant to Section 5.1(c) calculating the Total Net Leverage Ratio for the Test Period ended June 30, in 2026 and (bb) the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, period from and after the Revolver Agent and each L/C Issuer Financial Covenant Sunset Date); provided that is a Lender (which such consent of L/C Issuer and A) the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)thereof, (ii) and (iiiB) being called herein each such assignment pursuant to this Section 10.6(c)(ii) shall be in an “Eligible Assignee”); provided, however, that aggregate amount of not less than (w1) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender $1,000,000 with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) assignment of the Loans, Commitments (2) such lesser amount as agreed to by the Borrower and Letter of Credit Obligations subject to any such Sale shall be in a minimum the Administrative Agent, (3) the aggregate amount of $1,000,000, unless such Sale is made to an existing the Commitments or Loans of the assigning Lender or (4) the amount assigned by an assigning Lender to an Affiliate or Approved Related Fund of any existing such Lender, is of the assignor’s . (together with its Affiliates and Approved Fundsiii) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in In the case of any Sale an assignment of all or a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date portion of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due Lender’s Commitments or Loans pursuant to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vc)(ii)(y). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (i) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, term of “Eligible Assignee” upon the giving of notice to the Administrative Agent and, in the case of any Sale assignments of Revolving Loans or Revolving Commitments, notice to the Revolving Administrative Agent and, if such Eligible Assignee is not, or is not an Affiliate of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentLender, the Revolver Agent applicable Issuing Bank and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), Swing Line Lender; (ii) and to any Person meeting the criteria of clause (ii) or (iii) being called herein an of the definition of the term of “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect ” upon giving of notice to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Representative and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan CommitmentCommitments to any such Person (except in the case of assignments made by or to Barclays Bank), consented to by each of the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), the Revolver AgentRevolving Administrative Agent with respect to assignments of Revolving Loans and Revolving Commitments, the applicable Issuing Banks and the Swing Line Lender (such consents not to be (x) unreasonably withheld or delayed or (y) interest accruedin the case of the Borrower Representative, prior required at any time an Event of Default has occurred and is continuing); provided, that further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by the Borrower Representative, the Administrative Agent and through the date Revolving Administrative Agent) or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche B-1 Term Loans, Tranche B-2 Term Loans or with respect to Incremental Term Loans constituting a separate Series, such Incremental Term Loans of such Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such Sale minimum assignment amounts; and (iii) if the Eligible Assignee is a Sponsor Affiliated Lender, such assignment may be of Term Loans only and (1) after giving effect to such assignment, to all other assignments and participations with all Sponsor Affiliated Lenders and to all Offer Loans purchased and cancelled pursuant to Section 2.13(c), the aggregate principal amount of all Loans and Commitments then held by all Sponsor Affiliated Lenders (whether by assignment, participation, or other derivative transaction) shall not be assignedexceed 20% of the sum of (x) the aggregate unpaid principal amount of the Term Loans then outstanding and (y) the aggregate Revolving Exposure of all Lenders then outstanding, and (z2) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Sponsor Affiliated Lender shall be subject execute a waiver in form and substance satisfactory to the Administrative Agent’s prior written Agent that it shall have no right whatsoever, so long as such Person is a Sponsor Affiliate Lender (A) to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or any other Loan Document except to the extent set forth in all instancesSection 10.05(f), unless (B) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document, (C) to attend (or receive any notice of) any meeting, conference call or correspondence with any Agent or Lender or receive any information from any Agent or Lender, (D) to have access to the Platform (including, without limitation, that portion of the Platform that has been designated for “private-side” Lenders) or (E) to make or bring any claim, in connection its capacity as Lender, against the Agent or any Lender with such sale, such Non-Funding Lender cures, or causes respect to the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate duties and obligations of such Persons under the Loan Documents, but no amendment, modification or waiver shall deprive any Sponsor Affiliated Lender of its share of any payments which the Lenders are entitled to share on a holderpro rata basis hereunder. By purchasing or being assigned the Loans and by its acceptance of the benefits of this Agreement, each Sponsor Affiliated Lender acknowledges and agrees that the Loans owned by it shall be non-voting under sections 1126 and 1129 of the Bankruptcy Code in the event that any proceeding thereunder shall be instituted by or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall against any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidother Loan Party.

Right to Assign. Each Lender 12.1.1 Subject to clause 12.9, each of the Lenders may sell, transfer, negotiate (a) assign or assign (a “Sale”) transfer all or a portion any of its rights and and/or obligations hereunder under or pursuant to the Security Documents or (including b) assign or transfer all or a portion any part of its Commitments Commitment any such part being at least US $5,000,000 and its rights and obligations with respect to Loans and Letters an integral multiple of Credit) to US $1,000,000, (i) to any existing other branch or Affiliate of that Lender (other provided that such Affiliate shall have the same or a better credit rating than a Non-Funding the Lender making the assignment or transfer) to another Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) above with the prior written consent of the Agent (which consent shall not be unreasonably withheld or delayed) and the Borrower (which shall not be unreasonably withheld or delayed and shall not be required if an Event of Default has occurred and is continuing unremedied or unwaived) to any other bank or financial institution provided that in relation to any transfer or any assignment under this clause 12.1: (i) any transferee under this clause 12.1(a) shall assume all of the relevant Lender’s obligations; (ii) the Borrower shall not be liable to pay any costs, except charges or expenses of or in connection with a proposed assignment to any Disqualified Institution) the implementation of completion of the Administrative Agent, andassignment or transfer; (iii) the Borrower shall not, as long as no at the time of any such assignment or transfer, be liable to pay any additional or increased amounts or taxes or suffer a reduction in any amounts receivable by it under this Agreement for which it would not have been liable or would not have suffered but for such assignment or transfer having then taken place; and (iv) the relevant Lender shall give the Borrower five (5) Business Days prior written notice of any intended transfer of obligations. 12.1.2 Each of the Lenders may, without being restricted or otherwise being bound by clause 12.1.1, assign or transfer all or any part of its rights under or pursuant to this Agreement and/or any of the other Security Documents to KEIC following the occurrence of an Event of Default which is continuing, continuing unremedied or unwaived or otherwise if required to do so by KEIC pursuant to the prior written consent terms of the Borrower, and, KEIC Buyer Credit Policy provided that KEIC pays first the insurance proceeds in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made accordance with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of KEIC Buyer Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidPolicy.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (including under this Agreement, including, without limitation, all or a portion of its Commitments Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender (other than a Non-Funding Lender or Impacted Lender), (iiAssignment”) any Affiliate or Approved Fund upon the giving of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the notice to Borrower and its SubsidiariesAdministrative Agent and, for any assignment of a natural Person orTerm Loan Commitment, so long as no Event the consent of Default is then continuing, a Disqualified Institution) with the prior written Administrative Agent (such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment ); (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, term of “Eligible Assignee” (other than a Person described in the foregoing subclause (i)) and (except in the case of any Sale of a Revolving Loan, Letter of assignments made by or to Credit or Revolving Loan Commitment, the Revolver Suisse) consented to by Borrower and Administrative Agent and each L/C Issuer that is a Lender (which such consent (x) not to be unreasonably withheld or delayed or, (y) in the case of L/C Issuer and the Borrower Borrower, shall be deemed to have been given provided to any such assignment unless an objection is delivered the Borrower shall have objected thereto by written notice to the Administrative Agent within ten fifteen (1015) Business Days days after having received notice of a proposed Sale is delivered such assignment, or (z) in the case of Borrower, not to be required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower) (each Borrower on or prior to the Closing Date or at any time an Event of the Persons described in clauses (iDefault under Sections 8.1(a), (ii8.1(f) or 8.1(g) shall have occurred and (iii) being called herein an “Eligible Assignee”)then be continuing; provided, however, that 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 (w) or such Sales do not have lesser amount as may be agreed to be ratable between by Borrower and Administrative Agent or as shall constitute the Revolving Loan and aggregate amount of the Term Loan but must be ratable among Commitments and Term Loans of the obligations owing to and owed by such Lender assigning Lender) with respect to the Revolving Loans or assignment of the Term LoanLoan Commitments and Term Loans; and (iii) to the Borrower pursuant to a Permitted Loan Purchase upon the giving of notice to Administrative Agent. Any Loans acquired by Borrower shall be deemed cancelled and retired immediately upon closing of such Permitted Loan Purchase. It is confirmed and acknowledged that, (x) for each Loanupon such cancellation or retirement of Loans pursuant to a Permitted Loan Purchase, the aggregate Loans so cancelled or retired shall be deemed not to be outstanding and to have no principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to for any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidpurposes under this Agreement.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Agents and each L/C Issuer that is a Lender and, as long as no Specified Event of Default is continuing, the Borrowers (which such consent acceptances of L/C Issuer and the Borrower Borrowers shall be deemed to have been given unless an objection is delivered to the Administrative US Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrowers); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender (and its Affiliates and Approved Funds) with respect to the US Revolving Loans or and Canadian Revolving Loans (and the Term LoanCommitments with respect thereto), (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 with respect to each of the US Revolving Loan Commitment and the Canadian Revolving Loan Commitment, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s Borrowers’ consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver AgentAgents, (yx) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s Agents’ prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v) and (z) the Borrowers’ consent shall be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to an assignment to (I) any Person identified on the List of Identified Financial Institutions prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list is in effect on the Closing Date without any revision or update thereto not consented to in writing by US Agent in its sole discretion), which List of Identified Financial Institutions shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request and (II) a Person (A) who is set forth on the List of Competitors (which List of Competitors shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request) prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list may be updated not more than two (2) times during any twelve (12) consecutive month period; provided any new Person added to such list shall be reasonably determined by US Agent and Borrowers to be in direct competition with the business of the Borrowers as conducted on the date hereof) (each Person included on such List of Competitors, a “Competitor”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of a Competitor (such Person, a “Competitor Owner”), (C) a Person who is controlled by a Competitor Owner (for the purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (D) a direct or indirect Subsidiary of a Competitor; provided, further, that the List of Identified Financial Institutions shall not be permitted to be updated more than one (1) time during any twelve (12) consecutive month period or, in any event, without the consent of US Agent. The Administrative Neither any Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clauses (I) or (II), nor shall any Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clauses (I) or (II), it being agreed to and understood that the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clauses (I) or (II) and such assignee Lender shall be solely liable for any breach of such representation and warranty. An Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and Term Loan or between the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party subordinated indebtedness or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (including under this Agreement, including, without limitation, all or a portion of its Commitments Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender Assignment”) upon the giving of notice to Borrower Representative and Administrative Agent and, for any assignment of a Revolving Loan Commitment, the consent of Administrative Agent and Issuing Bank (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment ); and (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, term of “Eligible Assignee” (other than a Person described in the foregoing subclause (i)) and (except in the case of assignments made by or to JPMorgan Chase or Credit Suisse) consented to by each of Borrower Representative and Administrative Agent and, for any Sale assignment of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, Issuing Bank (each such (x) consent not to be unreasonably withheld or delayed or, (y) in the Revolver Agent and each L/C Issuer that is a Lender (which such consent case of L/C Issuer and the Borrower Representative, shall be deemed to have been given provided to any such assignment unless an objection is delivered the Borrower Representative shall have objected thereto by written notice to the Administrative Agent within ten fifteen (1015) Business Days days after having received notice of a proposed Sale is delivered such assignment, or (z) in the case of Borrower Representative, not to be required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower) (each Borrower Representative on or prior to the Closing Date or at any time an Event of the Persons described in clauses (iDefault under Sections 8.1(a), (ii8.1(f) or 8.1(g) shall have occurred and (iii) being called herein an “Eligible Assignee”)then be continuing; provided, however, that 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 (w) or such Sales do not have lesser amount as may be agreed to be ratable between by Borrower Representative and Administrative Agent or as shall constitute the aggregate amount of the Revolving Loan Commitments and Revolving Loans of the Term Loan but must be ratable among the obligations owing to and owed by such Lender assigning Lender) with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as assignment of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidLoans.

Right to Assign. Each Lender may sellCommitment, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitmentparticipation therein, other Obligation or rights under this Agreement may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder) or (ii) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which are Affiliates or (B) as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in each case, with the giving of notice to the Borrower and the Administrative Agent; provided that (x) the assignee shall represent that it has the financial resources to fulfill its commitments hereunder and such assignment is consented to by the Administrative Agent (not to be unreasonably withheld or delayed), and, at any time other than when a Specified Event of Default has occurred and is continuing, such assignee shall be acceptable to the Borrower, such consent not to be unreasonably withheld or delayed. To the extent of any such assignment in accordance with clause (i) or (ii) above, the Revolver Agent assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, other Obligations or rights under this Agreement, or the portion thereof so assigned. The assignor or assignee to each such assignment shall execute and each L/C Issuer that is deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $2,000 in respect of assignments other than assignments to or from any Arranger (it being understood only one such fee shall be payable in the case of concurrent assignments by a Lender (which to one or more Affiliates), and in each case such consent of L/C Issuer and forms, certificates or other evidence, if any, with respect to tax withholding matters as the Borrower shall assignee under such Assignment Agreement may be deemed required to have been given unless an objection is delivered deliver to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered pursuant to the Borrower) (each of the Persons described in clauses (iSection 2.16(f), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event Credit Party or an Affiliate of Default is then continuing, a Disqualified InstitutionCredit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with ) to Administrative Agent and each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale sale is delivered to the BorrowerBorrower Representative) (each it being understood that GE Capital may sell a portion of its Commitments to other entities for which GE Capital and its affiliates have agreed to service and manage those Commitments without any such acceptance from Administrative Agent, L/C Issuer or the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Administrative Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s and the Borrower Representative’s prior written consent in all instances, unless in connection with instances (such sale, such Non-Funding Lender cures, consent by the Borrower Representative not to be unreasonably withheld or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vdelayed). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (a) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, holder or to a (b) any Person that would be a Non-Funding cannot (either directly or Impacted Lenderthrough an Applicable Designee) lend to the Canadian Borrower, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, in each case, shall not be deemed to be unreasonable. In no event shall any Lender Sell Sale of all or a portion of any Loan Lender’s rights and obligations hereunder (including all or Commitment a portion of its Commitments and its rights and obligations with respect to Borrower Loans and Letters of Credit) to a Credit Party or any Subsidiary thereof and any such purported Sale shall an Affiliate of a Credit Party be null and voidpermitted.

Right to Assign. Each Lender may shall have the right, subject to Section 10.07(9), at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do pro rata assignments shall not have to be ratable between the Revolving required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, any related Commitments): (xi) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount Person meeting the criteria of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject the term “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent’s ; and (ii) to any Person meeting the criteria of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower and Administrative Agent and the prior written consent in all instancesof Issuing Bank, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Swing Line Lender, Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the imposition case of conditions Borrower, required at any time an Event of Default under Section 8.01(1), (6) or limitations (including limitations on voting7) upon Sales to such Persons, shall not have occurred and then be continuing); provided further that (A) Borrower shall be deemed to be unreasonable. In no event have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall any Lender Sell any Loan or Commitment object thereto by written notice to Borrower or any Subsidiary Administrative Agent within 10 Business Days after having received notice thereof and any (B) each such purported Sale assignment pursuant to this Section 10.07(3) shall be null in an aggregate amount of not less than (w) $5,000,000 with respect to the assignment of the Revolving Commitments and voidthe Revolving Loans, (x) such lesser amount as agreed to by Borrower and Administrative Agent, (y) the aggregate amount of the Loans of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Approved Fund of such Lender.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender Eligible Assignee of the type referred to in clause (other than a Non-Funding Lender or Impacted Lender), (iia) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and; provided that, in the case of any Sale assignment of a Revolving LoanCommitment or any Revolving Exposure, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that such Eligible Assignee is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of a Revolving Lender; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” (or, in the case of any existing Lenderassignment of a Revolving Commitment or a Revolving Exposure, is any Eligible Assignee that does not meet the requirements of clause (i) above), upon (A) the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent giving of the Borrower (notice to the extent Borrower’s consent is otherwise required) and , the Administrative Agent and, in the case of assignments of Revolving Commitments or participations in Letters of Credit, each Issuing Bank and (B) except in the case of assignments made by or to any Sale Arranger or any Affiliate thereof during the primary syndication of any credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent and (3) in the case of assignments of Revolving Commitments or a Revolving LoanLender’s obligations in respect of its participation in Letters of Credit, Letter each Issuing Bank; provided that: (A) in the case of Credit any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $5,000,000 in the case of assignments of any Revolving Commitment or Revolving Loan Commitmentor (B) $1,000,000 in the case of assignments of any Term Loan Commitment or Term Loan of any Class (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be consented to by the Revolver AgentBorrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; provided, that such consent of the Borrower (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) interest accruedshall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) each partial assignment or transfer shall be of a uniform, prior and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to and through the date it of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Class without assigning or transferring any portion of its Commitment or of the definition Loans owing to it, as the case may be, of Non-Funding any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be subject effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s applicable Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank and each Revolving Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its applicable Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit; provided that, unless notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or 1095171012\7\AMERICAS (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, upon (A) the giving of notice to the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank and (B) receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) each Issuing Bank and (4) the Swing Line Lender; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be consented to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; provided, that such consent of the Borrower (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s applicable Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its applicable Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit, unless Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and void.compliance occurs; 1095171012\7\AMERICAS

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (in each case, other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with person); provided that any such Sale shall require the prior written consent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of (x) the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, (y) in the case of any Sale of a Revolving Loan, Letter of Credit Loan Commitments or Revolving Loan CommitmentLoans, the Revolver Agent and each L/C Issuer that and (z) in the case of any Sale pursuant to clause (iii) above, so long as (x) no Event of Default under Section 7.01(a), (f), or (g) is a Lender continuing and (y) no Triggering Financial Covenant Default is continuing, the Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each provided that (1) other than at any time during which (x) an Event of the Persons described in clauses (iDefault under Section 7.01(a), (iif), or (g) is continuing or (y) a Triggering Financial Covenant Default is continuing, the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to a Disqualified Lender and (iii2) being called herein the Borrower’s consent shall not be required for any assignment by the initial Lender of the Term Loans to those institutions identified by the Administrative Agent to the Borrower on or prior to the Closing Date in connection with the primary syndication of the Term Loans) (each an “Eligible Assignee”); provided, however, that (wA) such Sales do shall not have be required to be ratable between the Revolving Loan Loans and the Term Loan Loans or between any outstanding Classes of Term Loans but must shall be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loan Commitments, Revolving Loans or the Term LoanLoans so assigned, (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yC) such Sales shall be effective only upon the acknowledgment in writing of such Sale by the Agent, (D) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zE) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v)) and (F) in no event may Holdings or any of its Subsidiaries or any of their respective Affiliates (including the Sponsor or any Affiliate thereof) be an Eligible Assignee. The Administrative Agent’s refusal to accept a Sale to, or the imposition of additional conditions or limitations (including limitations on voting) upon Sales to a Credit Party, a holder of other Junior Indebtedness of a Credit Party or an Affiliate of such a holderholder (in each case other than a Credit Party in accordance with Section 9.9(g)), or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything to the contrary contained herein, in no event shall any Lender Sell any Loan or Commitment to Borrower may Holdings or any Subsidiary thereof and of its Subsidiaries or any such purported Sale shall of their respective Affiliates (including the Sponsor or any Affiliate thereof) be null and voidan Eligible Assignee.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender Eligible Assignee of the type referred to in clause (other than a Non-Funding Lender or Impacted Lender), a) of the definition of the term “Eligible Assignee” upon (iiA) any Affiliate or Approved Fund the giving of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than notice to the Borrower and the Administrative Agent; provided that in the case of any assignment of a Revolving Commitment or any Revolving Exposure, such Eligible Assignee is a Revolving Lender or an Affiliate of a Revolving Lender and (B) in the case of assignments of Revolving Commitments or a Revolving Lender’s obligations in respect of its Subsidiariesparticipation in Letters of Credit, a natural Person or, so long as no Event the receipt of Default is then continuing, a Disqualified Institution) with the prior written consent (which each such consent shall not to be unreasonably withheld or delayed, except ) of each Issuing Bank; or (ii) any Eligible Assignee of the type referred to in connection with a proposed assignment to any Disqualified Institutionclause (b) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, andterm “Eligible Assignee” (or, in the case of any Sale assignment of a Revolving LoanCommitment or a Revolving Exposure, Letter any Eligible Assignee that does not meet the requirements of Credit or Revolving Loan Commitmentclause (i) above), upon (A) the Revolver Agent and each L/C Issuer that is a Lender (which such consent giving of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of assignments of Revolving Commitments or Revolving Loans, each Issuing Bank and (B) except in the case of assignments made by or to any Sale Arranger or any Affiliate thereof during the primary syndication of any credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default shall have occurred and is continuing pursuant to Section 8.1(a), 8.1(f) or 8.1(g) and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent and (3) in the case of assignments of Revolving Commitments or a Revolving LoanLender’s obligations in respect of its participation in Letters of Credit, Letter each Issuing Bank; provided that: (A) in the case of Credit any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $2,500,000 in the case of assignments of any Revolving Commitment or Revolving Loan Commitmentor (B) $1,000,000 in the case of assignments of any Term Loan Commitment or Term Loan of any Class (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Revolver AgentBorrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender, provided that the consent of the Borrower to any lesser amount (x) shall not be required if an Event of Default shall have occurred and is continuing pursuant to Section 8.1(a), 8.1(f) or 8.1(g) and (y) interest accruedshall be deemed to have been granted if notice shall be given to the Borrower requesting its consent to a lesser amount and the Borrower shall not have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received such request; (B) each partial assignment or transfer shall be of a uniform, prior and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to and through the date it of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Class without assigning or transferring any portion of its Commitment or of the definition Loans owing to it, as the case may be, of Non-Funding any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be subject effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s applicable Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank and each Revolving Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its applicable Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit; provided that, unless notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Advances owing to it or other Obligations (provided, however, that, except as expressly provided below, pro rata assignments shall not be required, and its each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under any or all of the Senior Secured Facilities): (i) to any Person meeting the criteria of clause (a) of the definition of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; (ii) to any Person meeting the criteria of clause (b) of the definition of “Eligible Assignee”, with respect to Loans the Term Facilities, upon the written consent of the Administrative Agent and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except and in connection any event shall be deemed given if the Borrower has not responded (A) with respect to funded loans under the Term Facilities, within seven Business Days of a proposed assignment request for such consent and (B) with respect to any Disqualified Institution) Delayed Draw Term Commitments, within ten Business Days of a request for such consent); provided, that no such consent from the Administrative Agent, and, as long as no Borrower shall be required when an Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, howeverfurther, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale assignment shall be in a minimum an aggregate amount of not less than $1,000,000, unless 1,000,000 (or such Sale is made lesser amount as may be agreed to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of by the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in or as shall constitute the case aggregate amount of the Advances and Commitments under the Term Facilities of the assigning Lender); (iii) to any Sale Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (ab) of the definition of Non-Funding Lender shall be subject “Eligible Assignee”, with respect to the Administrative Agent’s prior Working Capital Facility, upon the written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes of the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or Agent and the imposition of conditions or limitations Borrower (including limitations on voting) upon Sales to such Persons, which consent shall not be deemed to be unreasonable. In no unreasonably withheld or delayed, and in any event shall any Lender Sell any Loan or Commitment to be deemed given if the Borrower or any Subsidiary thereof and has not responded within ten Business Days of a request for such consent); provided, that no such consent from the Borrower shall be required when an Event of Default is continuing; provided, further, any such purported Sale assignment shall be null in an aggregate amount of not less than $2,500,000 (or such lesser amount as may be agreed to by the Borrower and voidthe Administrative Agent or as shall constitute the aggregate amount of the Advances and Commitments under the Working Capital Facility of the assigning Lender); and (iv) to any Person meeting the criteria of clause (b) of the definition of “Eligible Assignee”, with respect to the LC Facility, upon the written consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed, and in any event shall be deemed given if the Borrower has not responded within ten Business Days of a request for such consent); provided, that no such consent from the Borrower shall be required when an Event of Default is continuing; provided, further, any such assignment shall (x) be in an aggregate amount of not less than $2,500,000 (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 Advances and Commitments under the LC Facility of the assigning Lender) and (y) any assignments of the LC Facility Commitments and LC Facility Issuing Commitments under the LC Facility shall be made on a pro rata basis to such assignee.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted Affiliated Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender, Impacted Lender or Impacted Affiliated Lender) or ); (iii) subject to compliance in all respects with Section 9.9(g), an Affiliated Lender, or Section 9.9(h), a Debt Fund Affiliate (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of any of such Affiliated Lender or Debt Fund Affiliate); or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or, so long except as no Event of Default is then continuingpermitted in clause (iii) above or Section 1.7(d), a Disqualified InstitutionCredit Party or an Affiliate of a Credit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) has occurred and is continuingcontinuing or otherwise in connection with the primary syndication of the Term Loans, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender and the Swingline Lender (which acceptances of such consent of L/C Issuer Issuer, the Swingline Lender and the Borrower shall not be unreasonably withheld or delayed, but any event shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the L/C Issuers, the Swingline Lender and the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Loans but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Revolving Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $2,500,000, and in the case of Term Loans and Term Loan Commitments, shall be in a minimum amount of $1,000,000, unless in each case such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 1.11(e); (E) in no event shall an assignment be made to any Disqualified Person unless the Borrower’s consent (which may be withheld in its sole discretion) has been obtained (in which case such entity will not be considered a Disqualified Person for the purpose of such assignment). The Administrative Agent and each assignor of a Loan hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, provided that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of sale. Notwithstanding anything to the contrary herein, the Borrower and each Lender acknowledges and agrees that the Agent, in its capacity as such, shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Persons, including whether any Lender or potential Lender is a Disqualified Person. Without limiting the generality of the foregoing, the Agent, in its capacity as such, shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Person or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Person (regardless of whether the consent of the Agent is required thereto), and none of the Borrower, any Lender or their respective Affiliates will bring any claim to such effect. Subject to Section 9.10 below, Agent may post the list of Disqualified Persons and any updates thereto from time to time (collectively, the “DQ List”) on Syndtrak® or any other E-System used by the Agent from time to time; and (F) no Sale may be made to a holder of Junior Indebtedness. Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness Subsidiary of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall Except as set forth in Section 9.9(j) below, any purported assignment or transfer by a Lender Sell any of its rights or obligations under this Agreement and the other Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Documents that does not comply with the terms hereof shall be null treated for purposes of this Agreement as a sale by such Lender of a participation of such rights and voidobligations in accordance with Section 9.9(f).

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do pro rata assignments shall not have to be ratable between the Revolving required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, criteria of clause (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmenti) of the Loans, Commitments definition of the term “Eligible Assignee” upon the giving of notice to Borrower and Letter of Credit Obligations subject Administrative Agent; and (ii) to any such Sale shall be in a minimum amount Person meeting the criteria of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is clause (ii) of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent definition of the term “Eligible Assignee” upon giving of notice to Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale assignments of a Tranche A Term Loans, Tranche A Term Loan Commitments, Revolving Loan, Letter of Credit Loans or Revolving Loan CommitmentCommitments to any such Person (except in the case of assignments made by or to GSCP or ▇▇▇▇▇▇ Commercial Paper Inc.), the Revolver Agentconsented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) interest accruedin the case of Borrower, prior required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 (or such lesser amount as may be agreed to by Borrower and through Administrative Agent or as shall constitute the date aggregate amount of any such Sale may not be assigned, the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (zB) $1,000,000 (or such Sales lesser amount as may be agreed to by Lenders who are Non-Funding Lenders due to clause (a) Borrower and Administrative Agent or as shall constitute the aggregate amount of the definition Tranche A Term Loans or Tranche B Term Loans of Non-Funding Lender shall be subject the assigning Lender) with respect to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder assignment of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidTerm Loans.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank, and (B) receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) the Swing Line Lender and (4) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit, unless Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, assigned and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. Notwithstanding the foregoing, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a no Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale holder shall be null and voidpermitted hereunder.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institutionwithheld) of Agent and, with respect to Sales regarding the Administrative AgentRevolving Facility, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) five Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender . No Sale shall be subject made to the Administrative Agent’s prior written consent in all instancesa Credit Party, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans or other Obligation owing to it (provided that, each such assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (a “Related Lender (other than a Non-Funding Lender or Impacted Lender), (iiAssignment”) any Affiliate or Approved Fund upon the giving of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the notice to Borrower and its SubsidiariesAdministrative Agent, a natural Person orand for any assignment of Revolving Loans or Revolving Commitments, so long as no Event the consent of Default is then continuing, a Disqualified Institution) with the prior written consent Administrative Agent and Issuing Bank (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ); and (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” (other than a Person described in clause (i) above) and (except in the case of assignments made by or to CS) consented to by Administrative Agent, and, as long as no Event for any assignment of Default is continuingRevolving Loans or Revolving Commitments, the prior written Issuing Bank and Borrower (such consent of the Borrowernot to be (x) unreasonably withheld or delayed, and, or (y) in the case of Borrower, required at any Sale time during the initial syndication of a Revolving Loanthe Loans or at any time an Event of Default shall have occurred and then be continuing); provided, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”thereof); provided, howeverfurther that, that each such assignment pursuant to this Section 9.6(c)(ii) shall be in an aggregate amount of not less than (wA) $1,000,000 (or such Sales do not have lesser amount as may be agreed to be ratable between by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Loan Commitments and Revolving Loans of the Term Loan but must be ratable among the obligations owing to and owed by such Lender assigning Lender), with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as assignment of the effective date of the applicable Assignment) of the Loans, Revolving Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assignedLoans, and (zB) $1,000,000 (or such Sales lesser amount as may be agreed to by Lenders who are Non-Funding Lenders due to clause (a) Borrower and Administrative Agent or as shall constitute the aggregate amount of the definition Term Loan of Non-Funding the assigning Lender) with respect to the assignment of Term Loans (it being understood that, for purposes of this proviso, simultaneous assignments by a single Lender to Related Funds of such Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vaggregated). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent, except in connection and with a proposed assignment respect to any Disqualified Institution) assignment of the Administrative AgentRevolving Loan or Revolving Loan Commitment, each L/C Issuer, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Borrowers; provided, however, that (wx) such Sales sales do not have to be ratable between the Revolving Loan, the Existing Term Loan and the Extending Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to either the Revolving Loans Loan, the Existing Term Loan or the Extending Term Loan and (y) for both the Revolving Loan, (x) for each the Existing Term Loan and the Extending Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment Agreement) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale sale shall be in a minimum amount of $1,000,000, unless such Sale sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such the Revolving Loan facility or the Term Loan B facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent andAgent; provided, in the case of any Sale of a Revolving Loanfurther, Letter of Credit that such sales or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales assignments by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidconsent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and a Dealer, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer delivered to Agent. In addition, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.

Right to Assign. Each Lender The Sublessee may sell, transfer, negotiate assign or assign (a “Sale”) all transfer the whole or a portion any part of its rights interest in this Sublease and obligations hereunder the Leased Premises, subject to the following terms and conditions: (including all a) the assignment or transfer of the Sublease must be completed on a portion form acceptable for registration by the Registrar of its Commitments Indian Lands or anyone in any successor office or anyone duly authorized to act as Registrar, and its rights must be submitted in required quantities to the Indian Lands Registry for registration; (b) the assignment or transfer must include covenants and obligations with respect agreements pursuant to Loans which the assignee or transferee covenants and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)agrees in writing, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent Sublessor and the Homeowners Corporation, to be bound by and liable under all terms, conditions, covenants and agreements of the Sublessee under this Sublease; (which consent c) the assignee or transferee shall execute and deliver concurrently with the assignment or transfer any agreements or security as provided for in Section 11.1; (d) the Sublessee shall not be unreasonably withheld or delayedin default of its covenants and agreements set out in this Sublease, except and in connection with a proposed assignment particular shall have paid its Proportionate Share of all Common Costs and shall have paid to any Disqualified Institution) the Homeowners Corporation all Assessments for the period to and including the date of the Administrative Agent, and, as long as no Event of Default is continuing, assignment or transfer; (e) the assignment or transfer shall be subject to the prior written consent of the BorrowerMinister, and, which is a pre-requisite to the registration of any documentation in the case of any Sale of a Revolving LoanIndian Lands Registry, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer provided Subsection 24.1(d) and the Borrower shall be deemed to Subsection 24.1(h) have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender complied with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written no consent of the Borrower Sublessor is required; (f) the share in the capital of the Homeowners Corporation held by the Sublessee must be assigned to the extent Borrower’s consent assignee or transferee at the same time as the Sublease is otherwise required) and the Administrative Agent andassigned, provided that in the case event the Sublessee fails to effect the transfer of any Sale the share in the Homeowners Corporation at the time of a Revolving Loan, Letter the assignment or transfer of Credit or Revolving Loan Commitmentthis Sublease, the Revolver Agent, Homeowners Corporation shall be irrevocably appointed the attorney of the Sublessee with the full power to execute and deliver a transfer of the share in the name of the Sublessee and any transfer documentation executed and delivered by the Sublessor under such power of attorney shall be binding upon the Sublessee without liability to the Sublessor or the party signing on behalf of the Sublessor; (yg) interest accrued, prior to and through any assignment or transfer the date Sublessee shall request a certificate from the Sublessor confirming that to the Sublessor’s knowledge the Sublease is in good standing; and (h) concurrent with completion of any such Sale may not be assignedthe assignment, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) as a condition of the definition assignment, pay the Sublessor an assignment administration fee equal to one (1%) percent of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes greater of the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder selling price for the assignment of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, Sublease or the imposition most recent assessed value of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthe Leased Premises.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans or other Obligations owing to it (provided, however, that pro rata assignments shall not be required, and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Eligible Assignee meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), i) of the definition thereof upon the giving of notice to the Borrower and the Administrative Agent; or (ii) to any Affiliate Eligible Assignee meeting the criteria of clause (ii) of the definition thereof (except in the case of assignments made to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or Approved Fund in connection with the primary syndication of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the credit facilities provided hereunder), consented to by each of the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionthe Administrative Agent (such consents not to be (x) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except delayed or (y) in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent case of the Borrower, andrequired at any time an Event of Default shall have occurred and then be continuing); provided, in the case of any Sale of a Revolving Loanfurther, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and A) the Borrower shall be deemed to have been given consented to any such assignment of Loans or Commitments unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after receiving notice thereof and (B) each such assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of a proposed Sale is delivered not less than (1) $2,500,000 with respect to the Borrower) (each assignment of the Persons described in clauses Revolving Commitments, the Revolving Loans, the Tranche A Term Loans and New Term Loans constituting Non-Institutional Incremental Facilities and (i)2) $1,000,000 with respect to the assignment of the Tranche B Term Loans and New Term Loans constituting Institutional Incremental Facilities (or, if less, (iix) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have the amount agreed to be ratable between by the Revolving Loan Borrower and the Term Loan but must be ratable among Administrative Agent or (y) the obligations owing to and owed by such aggregate amount of the Loans of the assigning Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be Class being assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or ); or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment acceptable to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) is continuing, the prior written consent Borrower (the acceptance of the Administrative Agent and the Borrower shall not be unreasonably withheld or delayed; provided, the Borrower’s refusal to consent to an assignment to any Disqualified Institution shall not be deemed to be unreasonable), and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of Revolver Agent, L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after written notice of a proposed Sale is delivered to the Revolver Agent, L/C Issuer and Borrower, as applicable) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and , (zD) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The ; (E) notwithstanding anything herein to the contrary, in no event shall a supplement to the Excluded Persons List apply retroactively to disqualify any Person that has previously acquired or agreed to acquire pursuant to a binding agreement an assignment or participation interest in the Loans or Commitments that was otherwise permitted prior to such permitted supplementation; (F) neither the Administrative Agent nor any assignor shall have any obligation to inquire as to whether any potential assignee is a Person that is (x) a fund managed or administered by a Person on the Excluded Persons List or any Affiliate of any such Person (but not a Person specifically named on the Excluded Persons List) or (y) a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller, and the Administrative Agent and any assignor may conclusively rely on a representation by the potential assignee that it is not a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller in the applicable assignment agreement; provided, however, that at any Lender’s option (but with no obligation to do so), the Borrower shall confirm, within five (5) Business Days after such Lender’s request therefor, whether a potential assignee or participant is a Competitor or Competitor Controller or an Affiliate of a Competitor or Competitor Controller; (G) the Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate or a holder of other Indebtedness Subsidiary of a Credit Party (including Sponsor and its Controlled Investment Affiliates) or an Affiliate a Second Lien Lender or any of such a holderits Affiliates, or to a Person that would be a Non-Funding or Impacted Lenderincluding but not limited to, Sponsor and its Controlled Investment Affiliates, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event ; and (H) with respect to assignments of Last Out Incremental Term Loans, the limits set forth in Section 1.1(e)(i)(E) shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall not be null and voidexceeded.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect of any Loan or Commitment of any Class (it being understood that assignments shall not be required to Loans be pro rata among Classes of Commitments and Letters of CreditLoans) to any Person meeting the criteria of clause (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event definition of Default is then continuing, a Disqualified Institution) the term of “Eligible Assignee” with the prior written consent of (which x) Administrative Agent (such consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no or (y) unless an Event of Default is under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and not to be unreasonably withheld or delayed) provided that, (x) the Borrower shall be deemed to have been given consented to an assignment of all or a portion of the Term Loans unless an objection is delivered it shall have objected thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof and (y) the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving Loans and Revolving Commitments (or Extended Revolving Commitments, as applicable) unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, except that in the case of an assignment by a Lender to any Lender or an Affiliate or Related Fund of any Lender (limited, in the case of each Class of Revolving Loans and the related commitments, to a Lender, Affiliate or Related Fund of any Lender under any such Class of Revolving Loans), only notice to the Borrower and Administrative Agent will be required; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than (i) in the case of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Revolving Commitment, $5,000,000 and (ii) in the case of a Term Loan, $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrower and Administrative Agent, (iiiy) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between shall constitute the Revolving aggregate amount of the Loan and of the Term Loan but must be ratable among the obligations owing to and owed by such assigning Lender with respect to the Revolving Loans Class being assigned or (z) may be the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of such Lender) with respect to the assignment of Loans. Notwithstanding the foregoing, unless an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, no assignment by any existing Lender, is Lender of all or any portion of its rights and obligations under this Agreement shall be permitted without the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andif, in the case of after giving effect to any Sale of a Revolving Loanproposed assignment to such Person, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Person would hold more than 25% of the definition aggregate principal amount of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof then outstanding Loans and any such purported Sale shall be null and voidundrawn Commitments.

Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by each Issuing Bank and Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) from Borrower at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.

Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Borrower Representative (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Administrative Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances(i) a Borrower or an Affiliate of a Borrower, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, holder or to (iii) a Person that would be a Non-Funding or Impacted Disqualified Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each The Lender may shall have the unrestricted right at any time or from time to time, and without any Borrower's consent, to sell, transferassign, negotiate endorse, or assign (a “Sale”) transfer all or a any portion of its rights and obligations hereunder to one or more lenders or other entities (each an “Assignee”), and each Borrower agrees that it shall execute, or cause to be executed such documents including all without limitation, amendments to this Note and to any other Loan Documents as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender or a portion any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Lender has retained any of its Commitments and its rights and obligations with respect hereunder following such assignment, to Loans the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by this Note prior to such assignment and Letters shall reflect the amount of Credit) the respective commitments and loans held by such Assignee and the Lender after giving effect to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)such assignment. Upon the execution and delivery of appropriate assignment documentation, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) amendments, and any other Person (other than documentation required by the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleassignment, and the payment by such Assignee of the purchase price agreed to by the Lender and such Assignee, such Non-Funding Assignee shall be a party to this Note and shall have all of the rights and obligations of the Lender cureshereunder (and under any and all other guaranties, or causes documents, instruments, and agreements executed in connection herewith) to the cure ofextent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Assignee, and the Lender shall be released from its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale obligation hereunder and thereunder to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidcorresponding extent.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) each such Sales do assignment shall be of a uniform, and not have to be ratable between the Revolving varying, percentage of all rights and obligations under and in respect of any Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, any related Commitments): (xi) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount Person meeting the criteria of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-the term of “Eligible Assignee” upon the giving of notice to Administrative Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent; provided, 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 Holdings and the Administrative Agent or as shall constitute the aggregate amount of Commitments or Term Loans of the assigning Lender) with respect to the assignment of Loans; provided that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor; or (y) if an Event of Default shall have occurred and is continuing; and provided further that, solely with respect to any assignment effected during the period prior to the Funding Lender Date, (A) if the proposed assignee is a Person constituting an Eligible Assignee under clause (b) or (c) of the definition thereof, such assignment prior to the Funding Date shall be subject to the consent of Administrative Agent’s prior written consent in all instances, unless in connection with such saleBorrower, such Non-consent not to be unreasonably withheld and (B) if the assignee fails to fund any portion of its Pro Rata Share of the Loans on the Funding Date and neither Administrative Borrower nor Administrative Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated elects to cause such assignee’s Commitment in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate respect of such portion to be assigned to an Eligible Assignee as provided in Section 2.2(b), then (x) the assigning Lender shall be required to fund such portion on the Funding Date, (y) such assignee shall be deemed a holder, or to Defaulting Lender for all purposes hereunder and (z) the assigning Lender shall be automatically reinstated as a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales Lender with respect to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidportion of the Loans for all purposes hereunder.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) ), or (iii) subject to compliance in all respects with subsection 9.9(g), an Affiliated Lenders, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of Borrower (provided, that the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to any Disqualified Lender), and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Notwithstanding the foregoing, no Sale may be made to a Credit Party, an Affiliate of a Credit Party other than an Affiliated Lender in accordance with subsection 9.9(g), a holder of Subordinated Indebtedness or an Affiliate of such a holder (other than an Affiliate Lender in accordance with Section 9.9(g)). Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Borrower Representative (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Administrative Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date Closing Date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances(i) a Borrower or an Affiliate of a Borrower, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holderholder or (iii) a Disqualified ▇▇▇▇▇▇. Notwithstanding anything in this Section 8.9 to the contrary, any assignment or to a Person participation that would be a Non-Funding prohibited by or Impacted Lender, or violate the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale FCC’s Equity/Debt Plus Attribution Standard shall be null and voidprohibited.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionperson) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the acceptances Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the BorrowerBorrower Representative) (each of Lender, Approved Fund or other Person in the Persons described in prior clauses (i), (ii) and (iii) being called herein ), an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, each Sale shall require the prior to and through written consent of the date of any such Sale may not be assignedL/C Issuer, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments; provided, further, that notwithstanding any assignment of any Commitment or Loan, neither Swing Line Lender nor Issuing Bank shall be permitted to assign its obligations in such Sales do not have capacity hereunder pursuant to be ratable between the this Section 10.6(c)); and provided, further, that no assignment of a Revolving Loan and or a Permitted Replacement Revolving Loan in the Term form of a Foreign Currency Loan but must shall be ratable among effective unless the obligations owing assignee of such Foreign Currency Loan shall have represented in the Assignment Agreement that such assignee is able to and owed by such Lender make Revolving Loans or a Permitted Replacement Revolving Loan to the applicable Borrower in all applicable Foreign Currencies: (i) to any Person meeting the criteria of clause (i)(x) of the definition of the term of “Eligible Assignee” (with respect to the Assignments of Term Loans) or clause (i)(y) of such definition (with respect to assignments of Revolving Loans, Revolving Commitments, Permitted Replacement Revolving Loans, Permitted Replacement Revolving Commitments, New Revolving Loans or and New Revolving Loan Commitments) upon the Term Loan, giving of notice to Parent Borrower and Administrative Agent; and (xii) for each Loan, to any Person meeting the aggregate outstanding principal amount criteria of clause (determined as of the effective date of the applicable Assignmentii) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is definition of the assignor’s (together with its Affiliates term of “Eligible Assignee” upon giving of notice to Parent Borrower and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan CommitmentCommitments to any such Person (except in the case of assignments made by or to GSLP), the Revolver Agentconsented to by each of Parent Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) interest accruedin the case of Parent Borrower, prior required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) the Dollar Equivalent of $2,500,000 (or such lesser amount as may be agreed to by Parent Borrower and through Administrative Agent or as shall constitute the date aggregate amount of any such Sale may not be assigned, the applicable Class of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (zB) the Dollar Equivalent of $1,000,000 (or such Sales lesser amount as may be agreed to by Lenders Parent Borrower and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans. Notwithstanding the foregoing, no assignment shall be made without the consent of Parent Borrower (such consent not to be (x) unreasonably withheld or delayed or (y) required at any time an Event of Default shall have occurred and then be continuing (except in the case of clause (ii) below)) in the case of (i) an assignment of Japanese Revolving Loans or Japanese Revolving Commitments to a Person who are is not an Eligible Japanese Investor or (ii) an assignment of Swiss/Multicurrency Revolving Loans or Swiss/Multicurrency Revolving Commitments to a Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instancesEligible Swiss Bank, unless in connection with such sale, such Non-Funding Eligible Swiss Bank is a Lender cures, or causes the cure of, its which is a Permitted Non-Funding Lender status as contemplated in subsection 1.11(e)(v)Eligible Swiss Bank. The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Parent Borrower shall not be deemed to be unreasonablereasonably withheld if such assignment would result in a breach of the Ten Non-Bank Rule. In no event shall any Each Lender Sell participating in any Loan to the Swiss Subsidiary Borrower that is an Eligible Swiss Bank undertakes to: (i) promptly notify Administrative Agent and Parent Borrower if it has ceased or Commitment will or is likely to cease to be an Eligible Swiss Bank; and (ii) upon request of Parent Borrower or any Subsidiary thereof provide an assignee which is an Eligible Swiss Bank and any transfer all its rights and obligations under this Agreement to such purported Sale shall be null and voidassignee.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender), (iii) any Permitted Transferee or (iiiiv) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender), (iii) any Permitted Transferee or (iiiiv) any other Person (other than the Borrower and Representative or its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionAffiliates) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as so long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower shall be deemed to have been given granted unless an objection is delivered the Borrower Representative shall have objected thereto by written notice to the Administrative Agent within ten (10) 10 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”thereof); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)status. The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderLoan Party, or to a Person that would be (or could reasonably be expected to become) a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments or Loans owing to it or other Obligations subject to the applicable provisions of Section 9.5 and its this Section 10.6 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (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) (x) prior to the Delayed Draw Term Loan Commitment Termination Date, 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 consent of Tronox US and (y) from and after the Delayed Draw Term Loan Commitment Termination Date, 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 that (A) 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 Borrower and Administrative Agent or as shall constitute the aggregate amount of the Loan of the assigning Lender) with respect to the assignment of Loans and Letters of Credit(B) prior to (i) the Delayed Draw Term Loan Commitment Termination Date, Borrower’s consent to any existing Lender (other than a Non-Funding Lender assignment may not be unreasonably withheld, conditioned or Impacted Lender)delayed, (ii) Borrower’s consent to any Affiliate or Approved Fund of assignment shall not be required at any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no time an Event of Default is shall have occurred and then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent continuing and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations under the Loan Documents (provided, that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters of Credit) to any related Commitments): (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (i) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent definition of the Borrower, and, in the case term of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have ” upon the giving of notice to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of assignments, sales or transfers of Revolving Commitments, subject to the consent of the applicable Issuing Bank (such consent not to be unreasonably withheld or delayed); and (ii) to any Sale Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (aii) of the definition of Non-Funding Lender the term of “Eligible Assignee” upon giving of notice to the Borrower Representative and the Administrative Agent and consented to by the Borrower Representative (provided that the Borrower Representative shall be subject deemed to have consented to assignments made during the initial syndication of the Term Loans and Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the Administrative Agent’s prior written , the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in all instancesthe case of the Borrower Representative, unless required at any time an Event of Default described in connection Section 8.01(a) or 8.01(e) has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidminimum assignment amounts.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its Commitments and its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) subject to compliance with Section 9.9(g), an Affiliated Lender or (iv) any other Person Person; provided that (other than A) any Sale pursuant to this clause (iv) shall require the Borrower and its Subsidiaries, a natural Person or, Borrowers’ consent so long as no Event of Default under Section 7.1(a), Section 7.1(f), or Section 7.1(g) has occurred and is then continuing, a Disqualified Institution) with the prior written consent continuing (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) 10 Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (iiB) the Borrower’s consent shall in all cases be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to a Sale pursuant to this clause (iv) to a Disqualified Lender and (iiiB) being called herein an “Eligible Assignee”Agent shall provide to the Borrowers notice of any Sale pursuant to this clause (iv); provided, however, that (wA) such Sales do shall not have be required to be ratable between the Revolving Loan and the Term each Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Borrowers and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yC) such Sales shall be effective only upon the acknowledgment in writing of such Sale by the Agent and (D) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. Subject to Section 1.7(d), and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lenderto, or the imposition of additional conditions or limitations (including limitations on voting) upon Sales to an Affiliate of a Credit Party (other than an Affiliated Lender in accordance with Section 9.9(g)), a holder of Junior Indebtedness or ABL Obligations or an Affiliate of such Personsa holder (in each case other than a Credit Party or Affiliated Lender in accordance with Section 9.9(g)), shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment For the avoidance of doubt, Assignments to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidAffiliated Lenders are subject to the provisions of Section 9.9(g).

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person or a Defaulting Lender) or ); (iii) [reserved]; or (iv) any other Person (other than a natural Person, a Defaulting Lender or the Borrower and its or any of the Borrower’s Affiliates or Subsidiaries, a natural Person or, so long ) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, (y) as long as no Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) is continuing, the prior written consent Borrower; provided that the acceptances of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) . Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wA) such Sales do not have to be ratable between the Revolving Loan and the each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal ; and (E) assignments and participations to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Disqualified Institutions shall be null subject to the terms and voidconditions in Section 10.9(i).

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect of any Loan or Commitment of any Class (it being understood that assignments shall not be required to Loans be pro rata among Classes of Commitments and Letters of CreditLoans) to any Person meeting the criteria of clause (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than of the Borrower and its Subsidiaries, a natural Person or, so long as no Event definition of Default is then continuing, a Disqualified Institution) the term of “Eligible Assignee” with the prior written consent of (which x) Administrative Agent (such consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no or (y) unless an Event of Default is under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and not to be unreasonably withheld or delayed) provided that, (x) the Borrower shall be deemed to have been given consented to an assignment of all or a portion of the Term Loans unless an objection is delivered it shall have objected thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice thereof and (y) the Borrower shall be deemed to have consented to an assignment of all or a portion of the Revolving Loans and Revolving Commitments unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, except that in the case of an assignment by a Lender to any Lender or an Affiliate or Related Fund of any Lender (limited, in the case of each Class of Revolving Loans and the related commitments, to a Lender, Affiliate or Related Fund of any Lender under any such Class of Revolving Loans), only notice to the Borrower and Administrative Agent shall be required; provided, that each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than (i) in the case of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Revolving Commitment, $5,000,000 and (ii) in the case of a Term Loan, $250,000 (or, in each case, such lesser amount as (x) may be agreed to by Borrower and Administrative Agent, (iiiy) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between shall constitute the Revolving aggregate amount of the Loan and of the Term Loan but must be ratable among the obligations owing to and owed by such assigning Lender with respect to the Revolving Loans Class being assigned or (z) may be the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of such Lender) with respect to the assignment of Loans. Notwithstanding the foregoing, unless an Event of Default under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, no assignment by any existing Lender, is Lender of all or any portion of its rights and obligations under this Agreement shall be permitted without the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andif, in the case of after giving effect to any Sale of a Revolving Loanproposed assignment to such Person, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) Person would hold more than 25% of the definition aggregate principal amount of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof then outstanding Loans and any such purported Sale shall be null and voidundrawn Commitments.

Right to Assign. Each Lender may will have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Term Loan Commitment or Term Loans owing to it or other Obligations (provided that, pro rata assignments will not be required, but each such assignment will be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Term Loan and Letters of Credit) to any related Term Loan Commitment): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender a) or Impacted Lender), clause (c) of the definition of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified InstitutionPerson meeting the criteria of clause (b) of the Administrative Agent, and, as long as no Event definition of Default is continuing, the prior written consent “Eligible Assignee” and consented to by each of the Borrower, and, Borrower (except in the case of any Sale assignment made in connection with the primary syndication of the Term Loan Commitments) and the Administrative Agent (each such consent not to be (x) unreasonably withheld, delayed or conditioned and (y) in the case of the Borrower, required at any time an Event of Default will have occurred and then be continuing); provided that (1) the Borrower’s refusal to accept an assignment to a Revolving LoanDisqualified Lender will be deemed to be reasonable, Letter (2) the Borrower’s consent will be required with respect to any assignments to Disqualified Lenders and (3) the Borrower will be deemed to have consented to any such assignment (other than to an assignment to a Disqualified Lender) unless it will object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof; provided, further that each such assignment pursuant to this Section 10.6(c)(ii) will be in an aggregate amount of Credit not less than $1,000,000 (or Revolving such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as will constitute the aggregate amount of the Term Loan Commitmentof the assigning Lender) with respect to the assignment of Term Loans. Notwithstanding the foregoing, no assignment may be made (A) to a Natural Person or (B) to a Disqualified Lender and, to the extent that any assignment of any Term Loan and/or related Term Loan Commitment is purported to be made to a Disqualified Lender, such Disqualified Lender shall be required immediately (and in any event within five (5) Business Days) to assign all Term Loans and Term Loan Commitments then owned by such Disqualified Lender to another Lender, Eligible Assignee or, subject to Section 10.6(j), the Revolver Agent Borrower at a purchase price equal to the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Lender paid to acquire such Term Loans or Term Loan Commitments, in each L/C Issuer that is a Lender case, plus accrued interest, accrued fees and all other amounts (which such consent of L/C Issuer other than principal amounts) payable to it hereunder (and the Borrower shall be deemed entitled to have been given unless an objection is delivered seek specific performance in any applicable court of law or equity to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (ienforce this sentence), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than subject to the Borrower and its Subsidiaries, a natural Person or, so long as no Event last sentence of Default is then continuing, a Disqualified Institutionthis Section 9.9(b)) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent Borrower Representative (which acceptances of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer Issuers and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after written notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i)such L/C Issuers and Borrower Representative, (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances. Unless consented to by the Agent and the Required Lenders, unless in connection with such sale, such Non-Funding no Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept may consummate a Sale of all or a portion of its rights and obligations hereunder to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of Subordinated Debt or a Credit Party or an known Affiliate of such a holder, holder or to a Person that would be a Non-Funding or Impacted Lender, or holder of the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Term Loan or Commitment to Borrower B or any Subsidiary thereof and any known Affiliate of such purported Sale shall be null and voidholder.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Senior Notes or Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any Loan or Commitment to Borrower consent of the Credit Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and any such purported Sale shall be null Loans to the Borrower as GE Capital deems necessary to enable GE Capital and voidits Affiliates to ensure that they have no attributable interest in the Borrower for purposes of the Communications Laws, or to otherwise comply with the Communications Laws.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and a Dealer, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer Fourth Amended and Restated Inventory Financing Agreement 20 KCP-8393129-10 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, and (z) such Sales by Lenders who are Non-Funding Lenders due AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. delivered to clause (a) of the definition of Non-Funding Lender shall be subject Agent. In addition, notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (iI) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (iiII) any Affiliate or Approved Fund of any existing Lender (other than a Non-Non- Funding Lender or an Impacted Lender) or (iiiIII) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (v) no Sales may be made to Holdings or any of its Subsidiaries or Affiliates, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0002,500,000 in the case of a Sale of Loans and Loan Commitments, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Non- Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Non- Funding Lender cures, or causes the cure of, its Non-Non- Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Borrower Representative (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Administrative Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date Closing Date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances(i) a Borrower or an Affiliate of a Borrower, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holderholder or (iii) a Disqualified Lender. Notwithstanding anything in this Section 8.9 to the contrary, any assignment or to a Person participation that would be a Non-Funding prohibited by or Impacted Lender, or violate the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale FCC’s Equity/Debt Plus Attribution Standard shall be null and voidprohibited.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans Obligations and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptance of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted LenderCredit Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything contained in this Agreement (including Section 9.1) or in any other Loan Document to the contrary, (i) upon any Sale of a Loan to a Credit Party, such Loan shall be retired and (ii) no event shall Affiliate of a Credit Party shall, as a result of a Sale or otherwise, (A) have any Lender Sell any Loan or Commitment to Borrower voting rights under this Agreement or any Subsidiary thereof and other Loan Document or (B) hold more than twenty percent (20%) of the aggregate unpaid principal balance of the Term Loans outstanding at any such purported Sale shall be null and voidtime.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Restatement Date Loan Commitments and its rights and obligations with respect to Loans and Letters of Creditits Term Loans) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or ; (iii) any other Person (excluding therefrom any Credit Party, Subsidiary or (other than an Affiliate described in the Borrower preceding clause (i) or (ii)) Affiliate of a Credit Party) acceptable to (x) the Administrative Agent and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution(y) with the prior written consent (which consent acceptance shall not be unreasonably withheld or delayed, except the Borrower; provided, however, that: (A) in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no event an Event of Default has occurred and is continuing, the prior written consent of the Borrower, and, in Borrower shall not be required for any Sale; (B) the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) ; (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wC) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be are ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, Loans; and (xD) for each Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Term Loans and Restatement Date Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Agents and each L/C Issuer that is a Lender and, as long as no Specified Event of Default is continuing, the Borrowers (which such consent acceptances of L/C Issuer and the Borrower Borrowers shall be deemed to have been given unless an objection is delivered to the Administrative US Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrowers); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender (and its Affiliates and Approved Funds) with respect to the US Revolving Loans or and Canadian Revolving Loans (and the Term LoanCommitments with respect thereto), (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 with respect to each of the US Revolving Loan Commitment and the Canadian Revolving Loan Commitment, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Borrowers (to the extent Borrower’s Borrowers’ consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver AgentAgents, (yx) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s Agents’ prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v) and (z) the Borrowers’ consent shall be required (and may be withheld in the Borrowers’ discretion notwithstanding the foregoing) with respect to an assignment to (I) any Person identified on the List of Identified Financial Institutions prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list is in effect on the Closing Date without any revision or update thereto not consented to in writing by US Agent in its sole discretion), which List of Identified Financial Institutions shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request and (II) a Person (A) who is set forth on the List of Competitors (which List of Competitors shall be provided to any Lender (or prospective Lender) upon such Lender’s (or prospective Lender’s) request) prepared by Borrowers and delivered to US Agent prior to the Closing Date (as such list may be updated not more than two (2) times during any twelve (12) consecutive month period; provided any new Person added to such list shall be reasonably determined by US Agent and Borrowers to be in direct competition with the business of the Borrowers as conducted on the date hereof) (each Person included on such List of Competitors, a “Competitor”), (B) a Person who owns, directly or indirectly, a majority of the equity securities of a Competitor (such Person, a “Competitor Owner”), (C) a Person who is controlled by a Competitor Owner (for the purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (D) a direct or indirect Subsidiary of a Competitor; provided, further, that the List of Identified Financial Institutions shall not be permitted to be updated more than one (1) time during any twelve (12) consecutive month period or, in any event, without the consent of US Agent. The Administrative Neither any Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clauses (I) or (II), nor shall any Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clauses (I) or (II), it being agreed to and understood that the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clauses (I) or (II) and such assignee Lender shall be solely liable for any breach of such representation and warranty. An Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditany amounts on deposit in the DDTL Escrow Account) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than Eligible Assignee consented to in writing by the Administrative Agent and the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) unless an Event of a proposed Sale Default has occurred and is delivered to continuing, in which case, the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)'s consent is not required; provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, and (xy) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations amounts on deposit in the DDTL Escrow Account subject to any such Sale shall not be less than (1) in a minimum amount the case of the Initial Advance Term Loan Facility, $1,000,0001,000,000 and (2) in the case of the Delayed Draw Term Loan Facility, the Revolving Facility and the amounts on deposit in the DDTL Escrow Account, $2,500,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s 's (together with its Affiliates Affiliates' and Approved Funds') entire interest in such facility the Loans and Commitments or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Subject to the last sentence of this Section 14.2(b), each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Closing Date Advance Commitments and its rights and obligations with respect to Loans and Letters of CreditAdvances) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate, Lender Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent if Borrower has not responded in writing within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”any request for such consent); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanAdvances and Closing Date Advance Commitments, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Advances and Closing Date Advance Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate, Lender Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates Affiliates, Lender Affiliate and Approved Funds) entire interest in such facility the Credit Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, and (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.13(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In It being understood that notwithstanding anything else to the contrary provided herein (but subject to the last paragraph of this clause (b)), the Initial Lenders are permitted to sell, transfer, negotiate or assign all or a portion of their rights and obligations hereunder (including all or a portion of Closing Date Advance Commitments and their rights and obligations with respect to Advances) in any amount, at any time, and to any Person at the sole discretion of Initial Lenders, without the consent of Agent (other than to the extent that indemnification obligations owed by an assigning Lender to Agent were accrued prior to the date of such assignment and Agent has made demand upon such Lender in writing for indemnity prior to such assignment, in each case, in accordance with the provisions hereof, in which case, such assignment shall be subject to the consent of the Agent, which shall not be unreasonably delayed or withheld provided that Agent shall have no event shall such consent right in regards to any Lender Sell assignment or prospective assignment that Agent was aware of on the date hereof), any Loan or Commitment to other Lender, the Borrower or any Subsidiary thereof and any such purported Sale other Loan Party. Notwithstanding anything else to the contrary provided herein, as long as no Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender (including the Initial Lenders) shall be null permitted to assign any Advances or Closing Date Advance Commitments to any Disqualified Person, Non-Funding Lender or an Impacted Lender. The Agent and voideach assignor of Closing Date Advance Commitments or an Advance hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, Non-Funding Lender or an Impacted Lender, provided, that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. Neither the Agent nor the Lenders shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to Disqualified Persons, Non-Funding Lenders or Impacted Lenders.

Right to Assign. Each Subject to the next sentence, each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Term Loan and/or any portion thereof) to (i) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall shall, in each case, not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Term Loan subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Term Loan hereunder or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything else to the contrary provided herein, as long as no event shall any Event of Default under Sections 9.1, 9.4 or 9.5 is continuing, no Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null permitted to assign any portion of or all of the Term Loan to any Disqualified Person. The Agent and voideach assignor of its interest in the Term Loan hereunder shall be entitled to rely conclusively on a representation of the assignee Lender in the relevant Assignment that such assignee is not a Disqualified Person, provided that such reliance by such assignor is in good faith and reasonable under the circumstances existing at the time of the Sale. The Agent shall not have any responsibility or liability for monitoring the list of, identifying, or enforcing provisions relating to, Disqualified Persons.

Right to Assign. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may sellassign to one or more Eligible Assignees, transferother than a natural person, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Term Loan Commitments and its rights and obligations with respect the Term Loans at the time owing to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit) with the prior written consent of: (which A) the Borrower (such consent shall not to be unreasonably withheld or delayedwithheld), except in connection with a proposed provided that no consent of the Borrower shall be required for an assignment to any Disqualified Institution) a Lender, an affiliate of the Administrative Agenta Lender, andan Approved Fund or, as long as no if an Event of Default under Section 8.1(a) or Section 8.1(e) has occurred and is continuing, the prior written consent of the Borrowerany other Person; and provided, andfurther, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a proposed Sale is delivered Term Loan to the Borrower) (each a Lender, an affiliate of the Persons described in clauses (i), a Lender or an Approved Fund; (ii) and Assignments shall be subject to the following additional conditions: (iiiA) being called herein except in the case of an “Eligible Assignee”); providedassignment to a Lender, howeveran affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitments or Term Loans under the Second Lien Term Facility, that (w) such Sales do not have to be ratable between the Revolving Loan and amount of the Term Loan but must be ratable among Commitments or Term Loans of the obligations owing assigning Lender subject to and owed by each such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount assignment (determined as of the effective date the Assignment with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000) unless each of the applicable AssignmentBorrower and the Administrative Agent otherwise consent, provided that (1) of the Loans, Commitments and Letter of Credit Obligations subject to any no such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any; (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and (C) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment the assignee thereunder shall be a party hereto and, to the extent Borrower’s consent is otherwise required) of the interest assigned by such Assignment, have the rights and obligations of a Lender under this Agreement, and the Administrative Agent assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment, be released from its obligations under this Agreement (and, in the case of any Sale an Assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.12, Section 2.14, Section 2.16 and Section 10.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.2 shall be treated for purposes of this Agreement as a sale by such Lender of a Revolving Loan, Letter participation in such rights and obligations in accordance with paragraph (c) of Credit or Revolving Loan Commitment, the Revolver this Section. (iv) The Administrative Agent, (y) interest accruedacting for this purpose as an agent of the Borrower, prior shall maintain at one of its offices a copy of each Assignment delivered to it and through a register for the date recordation of any such Sale may not be assignedthe names and addresses of the Lenders, and the Term Loan Commitments of, and principal amount (z) such Sales by Lenders who are Non-Funding Lenders due to clause (aand stated interest) of the definition of Non-Funding Term Loans owing to, each Lender shall be subject pursuant to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes terms hereof from time to time (the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v“Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent’s refusal Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to accept the terms hereof as a Sale Lender hereunder for all purposes of this Agreement, notwithstanding notice to a Credit Partythe contrary. The Register shall be available for inspection by the Borrower and any Lender (as to its own interest), a holder of other Indebtedness at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a Credit Party or duly completed Assignment executed by an Affiliate of such a holderassigning Lender and an assignee, or to a Person that would the assignee’s completed administrative questionnaire (unless the assignee shall already be a Non-Funding or Impacted LenderLender hereunder), or the imposition processing and recordation fee referred to in paragraph (b) of conditions or limitations (including limitations on voting) upon Sales this Section and any written consent to such Personsassignment required by paragraph (b) of this Section, the Administrative Agent shall not be deemed to be unreasonableaccept such Assignment and record the information contained therein in the Register. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale No assignment shall be null and voideffective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject the term “Eligible Assignee” upon the giving of notice to the Borrower, the General Administrative Agent and the Applicable Facility Agent’s prior written consent ; provided that, in all instances, unless in connection with such salethe case of any assignment of a Revolving Commitment or any Revolving Exposure, such Non-Funding Eligible Assignee is a Revolving Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of a Revolving Lender; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” (or, in the case of any assignment of a Revolving Commitment or any Revolving Exposure, any Eligible Assignee that does not meet the requirements of clause (i) above), upon (A) the giving of notice to the Borrower, the General Administrative Agent and the Applicable Facility Agent and, in the case of assignments of Revolving Commitments or any Revolving Exposure, the Swing Line Lender and each Issuing Bank and (B) except in the case of assignments made by or to any Arranger or any Affiliate thereof during the primary syndication of any credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the General Administrative Agent and the Applicable Facility Agent within 10 Business Days after having received notice thereof, (2) the Applicable Facility Agent and (3) in the case of assignments of Revolving Commitments or any Revolving Exposure, each Issuing Bank or the Swing Line Lender, as applicable; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than (A) $2,500,000 in the case of assignments of any Revolving Commitment or Revolving Loan or (B) $1,000,000 in the case of assignments of any Term Loan Commitment or Term Loan of any Class (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Borrower and the Applicable Facility Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender, provided that the consent of the Borrower to any lesser amount (x) shall not be required if an Event of Default shall have occurred and is continuing and (y) shall be deemed to have been granted if notice shall be given to the Borrower requesting its consent to a holderlesser amount and the Borrower shall not have objected thereto by written notice to the Applicable Facility Agent within 10 Business Days after having received such request; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Applicable Facility Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or to a Person that would be a Non-Funding or Impacted other compensating actions, including funding, with the consent of the Borrower and the Applicable Facility Agent, such Defaulting Lender’s applicable Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, or to each of which the imposition applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Applicable Facility Agent, each Issuing Bank, the Swing Line Lender and each Revolving Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its applicable Pro Rata Share of conditions or limitations all Revolving Loans and participations in Letters of Credit and Swing Line Loans; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (including limitations on voting) upon Sales to C), then the assignee of such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (iI) any existing Lender (other than a Non-Funding Lender or an Impacted Lender), (iiII) any Affiliate or Approved Fund of any existing Lender (other than a Non-Non- Funding Lender or an Impacted Lender) or (iiiIII) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (v) no Sales may be made to Holdings or any of its Subsidiaries or Affiliates, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Loans and Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0002,500,000 in the case of a Sale of Loans and Loan Commitments, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Non- Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do pro rata assignments shall not have to be ratable between the Revolving required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and the Term Loan but must be ratable among the obligations owing to any related Commitments; and owed by such Lender with respect to the Revolving Loans provided, further, that notwithstanding any assignment of any Commitment or the Term Loan, Issuing Lender shall not be permitted to assign its obligations as Issuing Lender hereunder pursuant to this section): (xi) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount Person meeting the criteria of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (ai) of the definition of Non-Funding Lender the term of “Eligible Assignee” upon the giving of notice to Administrative Agent (which notice Administrative Agent shall promptly forward to the Borrower and Syndication 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 (which notice Administrative Agent shall promptly forward to the Borrower and Syndication Agent) and (except in the case of assignments made (x) to GSCP at any time or (y) by GSCP prior to the achievement of a Successful Syndication (as defined in the Fee Letter)), consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default under Section 8.1(a), (f) or (g) shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be subject in an aggregate amount of not less than (A) $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent’s prior written consent in all instancesAgent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, unless in connection that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidminimum assignment amounts.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)each, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Senior Notes or Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any Loan or Commitment to Borrower consent of the Credit Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and any such purported Sale shall be null Loans to the Borrower as GE Capital deems necessary to enable GE Capital and voidits Affiliates to ensure that they have no attributable interest in the Borrower for purposes of the Communications Laws, or to otherwise comply with the Communications Laws.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Obligations, Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (v) a Sale to a Second Lien Term Loan Lender or holder of any Subordinated Indebtedness or other Indebtedness junior to the obligations shall not be permitted except (1) as provided in the Intercreditor Agreement in respect of the Second Lien Term Loans, (2) with the consent of Agent (which consent shall not unreasonably withheld or delayed), Sales effected on or prior to October 20th, 2011 to Second Lien Term Loan Lenders party to the Second Lien Term Loan Credit Agreement on the Closing Date or any Affiliate or Approved Fund of any such Second Lien Term Loan Lender or (3) with the consent of Agent, in its sole discretion, (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything contained in this Agreement (including Section 9.1) or in any other Loan Document to the contrary, (i) upon any Sale of a Loan to a Credit Party, such Loan shall be retired and (ii) no event shall Affiliate of a Credit Party shall, as a result of a Sale or otherwise, (A) have any Lender Sell any Loan or Commitment to Borrower voting rights under this Agreement or any Subsidiary thereof and other Loan Document or (B) hold more than twenty percent (20%) of (1) the aggregate unpaid principal balance of the Term Loans outstanding at any such purported Sale shall be null and voidtime, (2) the Aggregate Revolving Loan Commitments in effect at any time (or if the Aggregate Revolving Loan Commitments have terminated, the aggregate unpaid principal balance of Revolving Loans outstanding at any time) or (3) the aggregate unpaid principal balance of all Loans outstanding at any time.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Revolving Loan Commitment and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party any First Mortgage Note or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or Lender)or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the BorrowerBorrower Representative, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or and the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so So long as no Lease Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Bankruptcy Default is continuing, Lessee may assign this Lease to any Person without the prior written consent of the Borrower, and, in the case Lessor. Any assignee shall assume any obligations of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent Lessee arising from and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment. Notwithstanding the assignment by Lessee of this Lease, such assignment shall not release Lessee from its primary liability for the performance of its duties and obligations under the Operative Documents to which it is a party, and the Lessee named herein (and all subsequent assignees) shall continue to be obligated for all obligations of "Lessee" in this Lease or in any other Operative Document, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Any assignor of this Lease who so requests in writing of Lessor will have the Loansright, Commitments and Letter of Credit Obligations subject subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to the assignee hereunder (and no such Sale notice shall be in a minimum amount of $1,000,000effective as against the assignee, as well as any subsequent assignees, unless and until such Sale is made copy has been delivered to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned), and (zb) to cure any default by such Sales by Lenders who are Non-Funding Lenders due to clause (a) assignee under the Lease within the cure period provided for hereunder. To the extent an assignor of this Lease performs on behalf of Lessee the definition obligations of Non-Funding Lender Lessee hereunder, such assignor shall be subject subrogated to the Administrative Agent’s prior written consent in all instances, unless in connection with rights of Lessor (provided that any claim by such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale assignor shall be null and voidsubordinate to any claim of Lessor).

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and a Dealer, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer delivered to Agent. In addition, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Second Amended and Restated Inventory Financing Agreement 22 KCP-4616003-20 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Revolving Loan Commitment and its rights and obligations with respect to Loans and Letters of Credit) to any of the following, unless the designated assignee constitutes a direct or indirect business competitor of the Borrower engaged in the production or manufacturing of rolled flat-rolled aluminum products for sale to the beverage can or automotive industry: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) ); or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that that: (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, Loans; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments Revolving Loan Commitment and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent; (C) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, ; (yD) interest accrued, prior to and through the date of any such Sale may not be assigned, and ; and (zE) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 1.10(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a Senior Noteholder, Rexam, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holderany of the foregoing, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person or a Defaulting Lender) or ); (iii) [reserved]; or (iv) any other Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the Borrower and its Subsidiariesprimary benefit of, a natural Person or, so long as no Event of Default is then continuingPerson), a Disqualified InstitutionDefaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) with who is an “accredited investor” (as defined in Regulation D of the prior written consent Securities Act of 1933) acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, (y) as long as no Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) is continuing, the prior written consent of the Borrower, and, and (z) in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent Lender; provided that the acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the L/C Issuer and the Borrower) . Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Loans but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yC) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zD) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal ; and (E) assignments and participations to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Disqualified Institutions shall be null subject to the terms and voidconditions in Section 10.9(i).

Right to Assign. Each Lender may will have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided that, pro rata assignments will not be required, but each such assignment will be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitment): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lendera) or clause (iiic) any other Person (other than of the definition of “Eligible Assignee” upon the giving of notice to the Borrower and its Subsidiariesthe Administrative Agent and, a natural Person orfor any assignment of Revolving Credit Commitments and/or Revolving Loans, so long as no Event consented to by each of Default is then continuing, a Disqualified Institution) with the prior written Issuing Banks (such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment ); and (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (b) of the Administrative Agent, and, as long as no Event definition of Default is continuing, the prior written consent “Eligible Assignee” and consented to by each of the Borrower, and, Borrower (except in the case of any Sale assignment made in connection with the primary syndication of a the Commitments) and the Administrative Agent and, for any assignment of Revolving Loan, Letter of Credit or Commitments and/or Revolving Loan Commitment, Loans and the Revolver Agent and Issuing Banks (each L/C Issuer that is a Lender (which such consent not to be (A) unreasonably withheld, delayed or conditioned and (B) in the case of L/C Issuer the Borrower, required at any time an Event of Default will have occurred and then be continuing under Section 8.1(a), (f) or (g)); provided that (1) the Borrower’s refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, (2) the Borrower’s consent will be required with respect to any assignments to Disqualified Lenders and (3) the Borrower shall will be deemed to have been given consented to any such assignment (other than to an assignment to a Disqualified Lender) unless an objection is delivered it will object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided further that each such assignment pursuant to this Section 10.6(c)(ii) will be in an aggregate amount of a proposed Sale is delivered not less than (x) $5,000,000 (or such lesser amount as may be agreed to by the Borrower) (each Borrower and the Administrative Agent or as will constitute the aggregate amount of the Persons described in clauses (i), (iiRevolving Credit Commitments and Revolving Loans of the assigning Lender) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the assignment of the Revolving Credit Commitments and Revolving Loans and (y) $1,000,000 (or the Term Loan, (x) for each Loan, the aggregate outstanding principal such lesser amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject may be agreed to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of by the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent or as will constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans. Notwithstanding the foregoing, no assignment may be made (A) to a Natural Person or (B) to a Disqualified Lender and, in to the case extent that any assignment of any Sale of Loan and/or related Commitment is purported to be made to a Revolving LoanDisqualified Lender, Letter of Credit or Revolving Loan Commitmentsuch Disqualified Lender shall be required immediately (and in any event within five (5) Business Days) to assign all Loans and Commitments then owned by such Disqualified Lender to another Lender (other than a Defaulting Lender), Eligible Assignee or, subject to Section 10.6(j), the Revolver Agent, Borrower at a purchase price equal to the lesser of (x) the principal amount thereof and (y) interest accruedthe amount that such Disqualified Lender paid to acquire such Loans or Commitments, prior in each case, plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder (and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Borrower shall be subject entitled to the Administrative Agent’s prior written consent seek specific performance in all instances, unless in connection with such sale, such Non-Funding Lender cures, any applicable court of law or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vequity to enforce this sentence). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans owing to Loans and Letters of Credit) to it or other Obligations (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do pro rata assignments shall not have to be ratable between the Revolving required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, criteria of clause (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmenti) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is definition of the assignor’s (together with its Affiliates term of “Eligible Assignee”, upon the giving of notice to Borrower and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale assignments of a Revolving Loan, Letter of Credit Loans or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior Commitments to and through the date of any such Sale may Person (except in the case of assignments made by or to JPMorgan Chase Bank), consented to by each of the Issuing Bank and the Swing Line Lender (such consent not to be assigned, and unreasonably withheld or delayed); and (zii) such Sales by Lenders who are Non-Funding Lenders due to any Person meeting the criteria of clause (aii) of the definition of Non-Funding the term of “Eligible Assignee”, upon giving of notice to Borrower and consent by Administrative Agent (such consent not to be unreasonably withheld or delayed) 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 JPMorgan Chase Bank), consented to by each of Borrower, the Issuing Bank, the Swing Line Lender shall and Administrative Agent (such consent not to be subject to (x) unreasonably withheld or delayed or, (y) in the Administrative Agent’s case of Borrower, required (i) prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit PartySuccessful Syndication (as defined in a manner previously agreed to in writing between Borrower and the Arrangers) or (ii) at any time an Event of Default shall have occurred and then be continuing); provided, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person further that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on votingA) upon Sales to such Persons, Borrower shall not be deemed to be unreasonable. In no event have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall any Lender Sell any Loan or Commitment object thereto by written notice to Borrower or any Subsidiary Administrative Agent within 5 Business Days after having received notice thereof and any (B) each such purported Sale assignment pursuant to this Section 11.06(c)(ii) shall be null in an aggregate amount of not less than (I) $5,000,000 (or such lesser amount as may be agreed to by Borrower and voidAdministrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (II) $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans. Notwithstanding anything herein to the contrary, no such assignment shall be made to any Disqualified Lender; provided that no Agent shall have any liability or responsibility to monitor, police or control any assignments to Disqualified Lenders.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (iI) any existing Lender (other than a Non-Funding Lender, an Impacted Lender or Impacted Lendera Sponsor Affiliated Person except, in the case of a Sponsor Affiliated Person, in accordance with and as expressly provided in subsection 9.9(b)(B)), (iiII) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or an Impacted Lender) or (iiiIII) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, (y) in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is and the Swingline Lender and (z) in the case of any Sale of a Lender Revolving Loan, Letter of Credit or Revolving Loan Commitment and then only so long as no Event of Default then exists, the Borrower (which such consent acceptance of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (t) the consent of the Agent shall not be required for assignments of Initial Term Loans made by Jefferies Finance (or its applicable Affiliate) as part of the primary syndication of the Initial Term Loans, (u) no Sales may be made to any Person identified in writing by the Borrower and delivered to the Arrangers on or prior to April 20, 2011 (the “List of Indentified Disqualified Financial Institutions”), and any other Person who (i) owns, directly or indirectly, a majority of the equity interests of any Person on the List of Indentified Disqualified Financial Institutions, (ii) is controlled by any Person described in the foregoing clause (i) (for purposes hereof, “control” being the power to direct or cause the direction of management and policies of a person, whether by contract or otherwise) or (iii) is a Subsidiary of any Person on the List of Indentified Disqualified Financial Institutions, in each case, without the prior written consent of the Borrower (which consent may be withheld by the Borrower in its sole discretion), which List of Indentified Disqualified Financial Institutions has been made available by Agent to the Lenders (it being understood and agreed, (I) neither Agent nor any assigning Lender shall have any duty to inquire as to whether any prospective Lender is a Person described in the preceding clause (u), nor shall Agent or any assigning Lender incur any liability to any Credit Party or any other Person for consummating a Sale to a Person described in the preceding clause (u) and (II) the applicable Assignment shall contain representations and warranties by the assignee Lender that it is not a Person described in the preceding clause (u) and such assignee Lender shall be solely liable for any breach of such representation and warranty), (v) no Sales may be made to Holdings or any of its Subsidiaries or Affiliates other than as, and to the extent, permitted by Section 1.14 and subsection 9.9(b)(B), (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Loans or between each Tranche of Term Loans but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or a Term Loan of the Term Loansame Tranche, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 in the case of a Sale of Term Loans and $2,500,000 in the case of a Sale of Revolving Loans and Revolving Loan Commitments, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Non- Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may sellassign to one or more Eligible Assignees, transferother than a natural person, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments and its rights and obligations with respect the Loans at the time owing to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit) with the prior written consent of: (which A) the Borrower (such consent shall not to be unreasonably withheld or delayedwithheld), except in connection with a proposed provided that no consent of the Borrower shall be required for an assignment to any Disqualified Institution) a Lender, an affiliate of the Administrative Agenta Lender, andan Approved Fund or, as long as no if an Event of Default under Section 9.1(a) or Section 9.1(e) has occurred and is continuing, the prior written consent of the Borrowerany other Person; and provided, andfurther, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a proposed Sale is delivered Term Loan to the Borrowera Lender, an affiliate of a Lender or an Approved Fund; and (C) an Issuing Bank (each of the Persons described in clauses (isuch consent not to be unreasonably withheld), provided that no consent of an Issuing Bank shall be required for an assignment of all or any portion of a Term Loan. (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to Assignments shall be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect subject to the Revolving following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans or the Term Loan, (x) for each Loanunder any Facility, the aggregate outstanding principal amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the effective date the Assignment with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (in the case of the applicable AssignmentFirst Lien Term Facility) and $5,000,000 (in the case of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, Revolving Facility)) unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is each of the assignor’s Borrower and the Administrative Agent otherwise consent, provided that (together with its Affiliates and Approved Funds1) entire interest in no such facility or is made with the prior written consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any; (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and (C) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment the assignee thereunder shall be a party hereto and, to the extent Borrower’s consent is otherwise required) of the interest assigned by such Assignment, have the rights and obligations of a Lender under this Agreement, and the Administrative Agent assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment, be released from its obligations under this Agreement (and, in the case of any Sale an Assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, Section 2.17, Section 2.20 and Section 11.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.2 shall be treated for purposes of this Agreement as a sale by such Lender of a Revolving Loan, Letter participation in such rights and obligations in accordance with paragraph (c) of Credit or Revolving Loan Commitment, the Revolver this Section. (iv) The Administrative Agent, (y) interest accruedacting for this purpose as an agent of the Borrower, prior shall maintain at one of its offices a copy of each Assignment delivered to it and through a register for the date recordation of any such Sale may not be assignedthe names and addresses of the Lenders, and the Commitments of, and principal amount (z) such Sales by Lenders who are Non-Funding Lenders due to clause (aand stated interest) of the definition of Non-Funding Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be subject to conclusive, and the Borrower, the Administrative Agent, the L/C Issuer and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender (as to its own interest), at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment executed by an assigning Lender and an assignee, the assignee’s prior completed administrative questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Personsassignment required by paragraph (b) of this Section, the Administrative Agent shall not be deemed to be unreasonableaccept such Assignment and record the information contained therein in the Register. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale No assignment shall be null and voideffective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower and the Administrative Agent and (B) except in the case of assignments made by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ during the primary syndication of the credit facility established hereunder on the Closing Date, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be subject deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes Agent within 10 Business Days after having received notice thereof and (2) the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal ; provided that: (A) in the case of any such assignment or transfer (other than to accept a Sale to a Credit Partyany Eligible Assignee meeting the requirements of clause (i) above), a holder the amount of other Indebtedness the Commitment or Loans of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, assigning Lender subject thereto shall not be deemed less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be unreasonable. In no event shall any Lender Sell any Loan aggregated for purposes of the foregoing minimum assignment amount requirements) or Commitment to Borrower or any Subsidiary thereof and any such purported Sale lesser amount as shall be null agreed to by the Borrower and voidthe Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class.

Right to Assign. Each Lender may will have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Credit Commitment or Loans owing to it or other Obligation (provided that, pro rata assignments will not be required, but each such assignment will be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Revolving Credit Commitment): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lendera) or clause (iiic) of the definition of “Eligible Assignee” upon the giving of notice to the Company and the Administrative Agent and, for any other Person assignment of Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Swing Line Lender and the Issuing Banks (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment ); and (ii) to any Disqualified InstitutionPerson meeting the criteria of clause (b) of the definition of “Eligible Assignee” and consented to by each of the Borrower, the Administrative Agent, andthe Swing Line Lender and the Issuing Banks (each such consent not to be (x) unreasonably withheld, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, delayed or conditioned and (y) in the case of the Company, required at any Sale time an Event of Default will have occurred and then be continuing); provided that (1) the Company’s refusal to accept an assignment to a Revolving LoanDisqualified Lender will be deemed to be reasonable, Letter of Credit or Revolving Loan Commitment, (2) the Revolver Agent Company’s consent will be required with respect to any assignments to Disqualified Lenders and each L/C Issuer that is a Lender (which such consent of L/C Issuer and 3) the Borrower shall Company will be deemed to have been given consented to any such assignment (other than to an assignment to a Disqualified Lender) unless an objection is delivered it will object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; provided further, that each such assignment pursuant to this Section 10.6(c)(ii) will be in an aggregate amount of a proposed Sale is delivered not less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower) (each Company and the Administrative Agent or as will constitute the aggregate amount of the Persons described in clauses (i), (iiRevolving Credit Commitments and Revolving Loans of the assigning Lender) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the assignment of the Revolving Credit Commitments and Revolving Loans. Notwithstanding the foregoing, no assignment may be made (A) to a Natural Person or (B) to a Disqualified Lender and, to the extent that any assignment of any Loan and/or related Revolving Credit Commitment is purported to be made to a Disqualified Lender, such Person shall be required immediately (and in any event within five (5) Business Days) to assign all Loans and Revolving Credit Commitments then owned by such Person to another Lender (other than a Defaulting Lender) or Eligible Assignee at a purchase price equal to the Term Loan, lesser of (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments thereof and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accruedthe amount that such Person paid to acquire such Loans or Revolving Credit Commitments, prior in each case, plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder (and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Company shall be subject entitled to the Administrative Agent’s prior written consent seek specific performance in all instances, unless in connection with such sale, such Non-Funding Lender cures, any applicable court of law or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vequity to enforce this sentence). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing ​ ​ Bank, and (B) receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) the Swing Line Lender and (4) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit, unless Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonablea Defaulting Lender for all purposes of this Agreement until such compliance occurs. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.​ ​

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Revolving Commitment or Revolving Loans (including participations in L/C Obligations) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of a Revolving Loan, Letter of Credit or any Revolving Loan Commitmentand any Revolving Commitment to a Lender; provided that, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Borrowers shall be deemed to have been given consented to such Transfer unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof. Notwithstanding the foregoing, if any Letter of a proposed Sale Credit is delivered to the Borrower) (each of the Persons described in clauses (i)outstanding, (ii) and (iii) being called herein an “Eligible Assignee”); providedno Lender may Transfer its payment obligations, howevermatured or contingent, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender any Issuing Bank under Section 2.2(c)(ii) or with respect to the Revolving Loans L/C Advances under Section 2.2(c)(iii) unless (A) such Transfer is to another Lender or the Term Loan(B) each Issuing Bank has approved such Transfer (such approval not to be unreasonably withheld, (x) for conditioned or delayed); provided that each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale Issuing Bank shall be in a minimum amount of $1,000,000, deemed to have consented to such Transfer unless such Sale is made it objects thereto by written notice to an existing Administrative Agent and the assigning Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s within five (together with its Affiliates and Approved Funds5) entire interest in such facility or is made with the prior Business Days after having received written consent of the Borrower notice thereof. (i) Appendix A to the extent BorrowerCredit Agreement is hereby amended by deleting Appendix A in its entirety and replacing it with Appendix A attached to this Agreement. (j) Appendix B to the Credit Agreement is hereby amended by deleting Appendix B in its entirety and replacing it with Appendix B attached to this Agreement. (k) Schedule 1.1(b) to the Credit Agreement is hereby amended by deleting Schedule 1.1(b) in its entirety and replacing it with Schedule 1.1(b) attached to this Agreement. (l) Schedule 4.1 to the Credit Agreement is hereby amended by deleting Schedule 4.1 in its entirety and replacing it with Schedule 4.1 attached to this Agreement. (m) Schedule 4.2 to the Credit Agreement is hereby amended by deleting Schedule 4.2 in its entirety and replacing it with Schedule 4.2 attached to this Agreement. (n) Exhibit A-3 to the Credit Agreement is hereby amended by including Scotiabank’s consent is otherwise required) and the Administrative Agent andletter of credit application, in the case of any Sale of form attached as Annex E to Exhibit A-3 hereto, as a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, new Annex E to such Exhibit A-3. (yo) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject Exhibit K to the Administrative Agent’s prior written consent Credit Agreement is hereby amended by deleting Exhibit K in all instances, unless in connection its entirety and replacing it with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal Exhibit K attached to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthis Agreement.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder under this Agreement (including except to a Disqualified Person (other than after the occurrence and during the continuance of an Event of Default)), including, without limitation, all or a portion of its Commitments Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Credit) to any related Commitments): (i) to any existing Lender Person meeting the criteria of clause (other than a Non-Funding Lender or Impacted Lender), i) of the definition of the term of “Eligible Assignee” upon the giving of written notice to Company and Administrative Agent; and (ii) to any Affiliate or Approved Fund Person otherwise constituting an Eligible Assignee with the consent of any existing Lender (other than a Non-Funding Lender or Impacted Lendery) or Administrative Agent, and (iiiz) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then shall have occurred and be continuing, a Disqualified InstitutionCompany (each of the foregoing consents not to be unreasonably withheld, delayed or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $500,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the unused [**] Delayed Draw Term Loan Commitments, unused Additional Delayed Draw Term Loan Commitments, or unused Revolving Commitments and [**] Delayed Draw Term Loans, Additional Delayed Draw Term Loans, or Revolving Loans of the assigning Lender) with respect to the prior written consent assignment of [**] Delayed Draw Term Loan Commitments, [**] Delayed Draw Term Loans, Additional Delayed Draw Term Loan Commitments, Additional Delayed Draw Term Loans, Revolving Commitments or Revolving Loans, as the case may be, and (which consent B) $500,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) constitute the aggregate amount of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent Term Loans of the Borrowerassigning Lender) with respect to the assignment of Term Loans; provided further, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Company shall be deemed to have been given consented to a proposed assignment unless an objection is delivered it objects thereto by written notice (including via e-mail transmission) to the Administrative Agent within ten (10) five Business Days after having received written notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidthereof.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments and its rights and obligations with respect Commitment or Loans or other Obligations owing to Loans and Letters of Credit) to it to: (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) Eligible Assignee of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, type referred to in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank, and (B) receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) the Swing Line Lender and (4) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent’s prior written consent , each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its Pro Rata Share of all Revolving Loans and participations in all instancesLetters of Credit, unless Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in connection the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance DMFIRM #406105327 v2 210 with such salethe provisions of this clause (C), such Non-Funding Lender cures, or causes then the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate assignee of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, interest shall not be deemed to be unreasonable. In no event shall any a Defaulting Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any for all purposes of this Agreement until such purported Sale shall be null and voidcompliance occurs.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) ), or (iii) subject to compliance in all respects with subsection 9.9(g), an Affiliated Lenders, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of Borrower (provided, that the Borrower’s consent shall in all cases be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing) with respect to a Sale to any Disqualified Lender), and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v1.12(e)(v). The Administrative Notwithstanding the foregoing, no Sale may be made to a Credit Party, an Affiliate of a Credit Party other than an Affiliated Lender in accordance with subsection 9.9(g), a holder of Subordinated Indebtedness or an Affiliate of such a holder (other than an Affiliate Lender in accordance with subsection 9.9(g)). Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.