Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (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 Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under under, and in respect of of, any Loan): applicable Loan and any related Commitments), to any Eligible Assignee; provided that (i) to any Person meeting unless the criteria of clause (i) assignee is a Lender, the consent of the definition of Administrative Agent and the term of “Eligible Assignee” upon the giving of notice to Borrower L/C Issuer shall be required and Agent; and (ii) to any Person otherwise constituting unless either (x) the assignee is a Lender or an Eligible Assignee; providedAffiliate of a Lender or a Related Fund or (y) an Event of Default exists, that the consent of Borrower shall be required (each such consent not to be unreasonably withheld, delayed conditioned or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignmentdelayed; provided, further, it being understood that the Borrower shall will be deemed to have consented to any provided such assignment unless consent in the event that it shall object thereto by written notice have failed to the Agent respond to a consent request made in writing and delivered in accordance with Section 10.1 within 5 10 Business Days after having received notice thereofof such delivery); provided, further, provided that each such assignment of Loans or Commitments pursuant to this Section 11.6(c)(ii10.6(c) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Borrower and the Requisite Lenders Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans or the total Commitment, respectively, of the assigning Lender); provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts amounts. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not apply (x) be under no obligation to any assignment of all or any portion of a Loan to a Lender, determine whether an Affiliate of a Lender or a Related Fund of the assignor or (y) if assignee is an Event of Default Eligible Assignee and shall have occurred and is continuingno responsibility for monitoring or enforcing the requirement that only Eligible Assignees shall be Lenders.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 AgentAdministrative Agent and consented to by each L/C Issuer (only to the extent that such assignment increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and consented to by, in the case of assignments of Revolving Commitments or Revolving Loans, each of Borrower, each L/C Issuer (only to the extent that such assignment increases the consent obligation of Borrower the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding)), the Swing Line Lender and Administrative Agent (each such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, provided further that the (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (I) $5,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the 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 the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Term Loan) with respect to the assignment of Term Loans. Notwithstanding the foregoing, each of Administrative Agent and Borrower hereby consent to each assignment of Term Loans effected (or to be effected) by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Bank of America (or any of their respective Affiliates) to ultimate lenders of record under this Agreement in connection with the primary syndication of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and, that in the consent case of assignments of Loans, to any such Person (except in the case of assignments made to MSSF, or, until the primary syndication of the Loans is completed, by MSSF) consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the (A) Borrower shall be deemed to have consented to any such assignment of Loans unless it shall object thereto by written notice to the Administrative Agent within 5 10 Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less (x), than $1,000,000 1,000,000, (or y) such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all the Loans, or any portion of a Loan (z) the amount assigned by an assigning Lender 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 continuingsuch Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower Representative and the Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof, the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in clause (a), (f), (g) or (h) of Section 8.01 has occurred and is continuing); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.06(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 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower Representative and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender)) with respect to the assignment of Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitment): (i) to any Person meeting the criteria of clause (ii)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; providedAssignee (other than, that so long as no Event of Default has occurred and is continuing, a Disqualified Institution) with the consent of Borrower (such consent not to be unreasonably withheld, delayed x) Credit Party Representative (so long as no Default or conditioned) shall be required unless an Event of Default shall have has occurred and be continuing at the time of such assignment; providedis continuing, further, it being understood that the Borrower Credit Parties shall be deemed to have consented to any approved such assignment unless it shall object thereto by written notice if Credit Party Representative fails to the Agent either consent to or reject such assignment within 5 five Business Days after having received notice thereofany request for such consent by Administrative Agent, and (y) Administrative Agent; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) as may be agreed to by the Requisite Lenders or Credit Party Representative and Administrative Agent, (B) as shall constitute the aggregate outstanding principal amount of the Term Loans and Term Loan Commitments of a particular Class of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply Lender or (xC) as is assigned by an assigning Lender to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of such Lender) with respect to the assignor or (y) if an Event assignment of Default shall have occurred the Term Loans and is continuingthe Term Loan Commitments.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Company and Administrative Agent and, that in the consent case of Borrower assignments of Revolving Loans, Revolving Commitments or Term Loans to any such Person (except in the case of assignments made by or to BNP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default under Section 8.1(a) or (f) shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Company 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche C Term Loan or New Term Loans of a Series of the assigning Lender); provided, further, that ) with respect to 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 continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (such consent consents not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 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 Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount held by the assigning Lender of the Tranche A Term Loans, Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B Term Loans (where applicable), Tranche X Term Loans or New Term Loans of a Series) with respect to the assigning Lender)assignment of Term Loans other than Tranche A Term Loans; provided, further, provided that the foregoing Related Funds shall be aggregated for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. (i) Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, Commitments and not varying, percentage of all its rights and obligations under with respect to Loans and in respect Letters of any Loan): Credit) to (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 Agent; and existing Lender, (ii) to any Affiliate or Approved Fund of any existing Lender, (iii) any Person otherwise constituting an Eligible Assigneethat is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Administrative Agent and the L/C Issuer and, as long as no Event of Default is continuing, the Borrower; provided, that (w) no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the consent Borrower or any Affiliate or Subsidiary of Borrower any of the foregoing, except as permitted by clause (ii) below, (x) such consent not Sales must be ratable among the obligations owing to be unreasonably withheldand owed by such Lender, delayed or conditioned(y) the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be required unless an Event integral multiple of Default shall have occurred $2,500,000 and be continuing at the time of such assignment; provided, further, that (z) the Borrower shall be deemed exercise commercially reasonable efforts to have consented respond to any such assignment unless it shall object thereto by written notice a request for consent to the Agent an Assignment within 5 ten Business Days after having received notice thereof; of such Assignment (provided, furtherthat for the avoidance of doubt, that each failure to respond to such assignment pursuant to this Section 11.6(c)(ii) request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders shall be subject to the Administrative Agent’s prior written consent in an aggregate amount all instances. (ii) Notwithstanding the foregoing, Assignments to any Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of not less than $1,000,000 (any Permitted Investor, Parent or such lesser amount the Borrower shall be permitted only so long as may the acquired Loans and Commitments shall be agreed to by immediately cancelled upon the Requisite Lenders or as shall constitute the aggregate outstanding principal amount effectiveness of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuingAssignment thereof.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): Loan of any Class (iit being understood that assignments shall not be required to be pro rata among Classes of Loans)) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that with the consent of (x) Administrative Agent (such consent not to be unreasonably withheld or delayed) or (y) 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, each Borrower (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, provided that the Borrower Borrowers shall be deemed to have consented to any such an assignment of all or a portion of the Loans unless it they shall object have objected thereto by written notice to the Administrative Agent within 5 five (5) Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.06(c) to a new Lender shall be in an aggregate amount of not less than $1,000,000 250,000 (or or, in each case, such lesser amount as (x) may be agreed to by the Requisite Lenders or as Borrowers and Administrative Agent, (y) shall constitute the aggregate outstanding principal amount of the Loans Loan of the assigning Lender); provided, further, that Lender with respect to the foregoing minimum assignment amounts shall not apply Class of Loans being assigned or (xz) may be the amount assigned by an assigning Lender to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of such Lender) with respect to the assignor or (y) if an Event assignment of Default shall have occurred and is continuingLoans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower Representative and the Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in clause (a), (f), (g) or (h) of Section 8.01 has occurred and is continuing); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.06(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 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower Representative and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender)) with respect to the assignment of Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (iapplicable Loan and any related Commitments) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and Administrative Agent (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (each such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed); provided that: (1) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (I) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute (III) the aggregate outstanding principal amount of the Loans and any related Commitments of the assigning Lender); provided, further, that and (2) no consent of the foregoing minimum Administrative Agent or the Borrower shall be required for any assignment amounts shall not apply by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to any assignment a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any portion of a Loan to a Lender, an Affiliate of a Lender other right or a Related Fund of the assignor or remedy under this Agreement) (y) if to any Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall have has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice to the Borrower Representative; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and (y)(1) if no Event of Default exists and the DLP VII Option Period has not yet expired, upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all other Obligations cases, upon the giving of notice to the Borrower Representative; provided that: (provided, however, that each 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 $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans 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 under and in respect of any Loan): (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 Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuinghereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (providedObligations, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan):to: (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) any Person meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person otherwise constituting an Eligible Assignee; provided(except in the case of assignments made by or to GSLP or its Affiliates), that consented to by each of the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower who shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five (5) Business Days after having received notice thereof), the Administrative Agent and the Issuing Bank (such consent not to be (x) in each case, unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided, further, that provided further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 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 Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Term Loan or the Incremental Term Loans of a Series of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of Term Loans. 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 a Loan the Loans owing to a Lenderit or of its Commitment, an Affiliate as the case may be, of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuingany other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee; provided” and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Company 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Term Loan of the assigning Lender)) with respect to the assignment of Term Loans; provided, provided further, that (1) simultaneous assignments by or to two or more related funds will be treated as one assignment for purposes of determining whether the foregoing minimum assignment amounts requirement is met and (2) no consent of Company or Administrative Agent shall not apply (x) be required in connection with any assignments 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 continuingfrom GSCP during primary syndication.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Term Loan Commitment or Term Loans owing to it or other Obligations to any Eligible Assignee upon the giving of notice to the Borrower and the Administrative Agent; provided that: (provided, however, that each i) in the case of any such assignment or transfer (other than to any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee”), the amount of the Term Loan Commitment or Term Loans of the assigning Lender subject thereto shall not be less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or Term Loans of the applicable Class of the assigning Lender; and (ii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (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 Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender)Lender hereunder; provided, further, provided that the foregoing minimum assignment amounts shall not apply (x) to any assignment of a Lender may assign or transfer all or a portion of its Term Loan Commitment or of the Term Loans owing to it of any Class without assigning or transferring any portion of a its Term Loan to a Lender, an Affiliate of a Lender Commitment or a Related Fund of the assignor or (y) if an Event Term Loans owing to it, as the case may be, of Default shall have occurred and is continuingany other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations to: (providedi) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent; provided that, howeverin the case of any assignment of a Revolving Commitment or a Revolving Loan, such Eligible Assignee is a Revolving Lender or an Affiliate of a Revolving Lender; (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 a Revolving Loan, any Eligible Assignee that does not meet the requirements of clause (i) above), upon (A) the giving of notice to the Administrative Agent and, in the case of assignments of Revolving Commitments or Revolving Loans, each Issuing Bank (with notice by the Administrative Agent to the Company of such assignment to be given promptly after the applicable Assignment Effective Date) and (B) in the case of assignments of Revolving Commitments or Revolving Loans, except in the case of assignments made by or to any Arranger or its Affiliates during the syndication by the Arrangers of the credit facilities established hereunder, receipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Company, provided that the consent of the Company 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 Company shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (2) the Administrative Agent and (3) 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 (A) US$5,000,000 in the case of assignments of any Revolving Commitment or Revolving Loan or (B) US$1,000,000 in the case of assignments of any Term Loan Commitment or Term Loan (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 Company and the 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 under and in respect of any Loan): (i) to any Person meeting the criteria of clause (i) of the definition assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed its Commitment or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans owing to it of the any Class without assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or transferring any portion of a Loan to a Lender, an Affiliate of a Lender its Commitment or a Related Fund of the assignor or (y) if an Event Loans owing to it, as the case may be, of Default shall have occurred and is continuingany other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 Agent”; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon such Person (except in the case of assignments made by or to any Joint Lead Arranger or any of its Affiliates in connection with the primary syndication or otherwise) being consented to by the Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments, the Issuing Bank and the Swing Line Lender and the Borrower (such consent consents not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of the Borrower, required unless at any time an Event of Default shall have has occurred and be is continuing at and the time consent of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment been provided unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof); provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.06(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 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 Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche BRestatement Effective Date Term LoanLoans or Incremental Term Loans of a Series of the assigning Lender)) with respect to the assignment of Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that ” upon such Person being consented to by each of the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days ten (10) days after having received notice thereof), the Administrative Agent and the Issuing Bank (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, further, further that each such assignment pursuant to this Section 11.6(c)(ii9.05(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 2,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Commitments and Loans of the assigning Lender); provided, further, that ) with respect to 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 Revolving Commitments and is continuingLoans.

Right to Assign. Each Lender shall have the right (after receiving the Borrower's prior written consent as to the identity of the assignee, which consent shall not be unreasonably withheld or delayed or required if an Event of Default has occurred and is continuing) at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Revolving Loan Commitment, Participation Interest, Participation Interest or Revolving Loans owing to it or other Obligations Revolving Loan Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Revolving Loan, Participation Interests and any related Revolving Loan Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term of "Eligible Assignee"; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii12.6(c) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Loan Commitments, Participation Interests and Revolving Loans of outstanding to the assigning Lender); provided, furtherand written notice of each such assignment shall be provided to the Borrower and the Administrative Agent by the delivery of an Assignment Agreement executed by the parties to such assignment. Notwithstanding anything to the contrary herein, that the foregoing minimum assignment amounts LC Bank shall not apply (x) have the unfettered right to approve 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 continuingParticipation Interests.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations under the Loan Documents (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that ” upon giving of notice to the consent of Borrower (and the Administrative Agent and consented to by the Borrower and the Administrative Agent(each such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of the Borrower, required unless at any time an Event of Default shall have described in Section 8.01(a) or 8.01(e) has occurred and be continuing at the time of such assignmentis continuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (Obligations; provided, however, that (x) pro rata assignments shall not be required and (y) each such assignment assignment, other than pursuant to Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 AgentAdministrative Agent and with the prior written consent (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 otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and, that (x) in the consent case of assignments of Tranche A Term Loans, New 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 to be unreasonably withheld, withheld or delayed or conditioned(y) in the case of Borrower shall not be required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing; provided, further, further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that (A) each such assignment pursuant to this Section 11.6(c)(ii10.6(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 the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided) with respect to the assignment of the 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 amount of the Term Loan Commitments, further, that Tranche A Term Loans or New Term Loans of a Series of the foregoing minimum assigning Lender) with respect to the assignment amounts of Term Loan Commitments and Term Loans and (B) any required Borrower consent shall not apply (x) be deemed to have been given to any assignment of all Loans or any portion of a Loan Commitments unless it shall object thereto by written notice 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 continuingAdministrative Agent within 5 Business Days after having received notice thereof.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligation owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent and, for any assignment of Revolving Loans or Revolving Commitments, with the consent of Administrative Agent, Swing Line Lender and Issuing Bank (such consents not to be unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" consented to by Administrative Agent and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to CSFB), consented to by Company, Swing Line Lender and Issuing Bank (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed (y) in the case of Company, required at any time during the initial syndication of the Loans or conditioned) shall be required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 1.0 million (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all the Revolving Commitments and Revolving Loans, and (B) $1.0 million (or any portion such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans of a Loan to a Lender, an Affiliate of a Lender or a Related Fund Series of the assignor or (yassigning Lender) if an Event with respect to the assignment of Default shall have occurred and is continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer (a “Sale”) all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Allocations and its rights and obligations with respect to Loans owing and Letters of Credit) to it or other Obligations (any Eligible Assignee; provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan):that: (i) such Sales shall be ratable between the Revolving Loan and Floorplan Loan; (ii) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Allocations, and Letter of Credit Obligations subject to any Person meeting such Sale shall be in a minimum amount of Five Million Dollars ($5,000,000.00), unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the criteria assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility, or is made with the prior consent of Agent; (iii) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent; (iv) interest accrued prior to and through the date of any such Sale may not be assigned; and (v) such Sales by Lenders who are Non-Funding Lenders due to clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) Non-Funding Lender shall be required subject to Agent’s prior written consent in all instances, unless an Event of Default shall have occurred and be continuing at in connection with such Sale, such Non-Funding Lender cures, or causes the time of such assignment; providedcure of, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this its Non-Funding Lender status as contemplated in Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender2.11(e)(v); provided, further, that the foregoing minimum assignment amounts shall not apply (x) Agent’s refusal to any assignment of all or any portion of accept a Loan Sale to a LenderCredit Party, an Affiliate of a Credit Party, a holder of Subordinated Indebtedness or an Affiliate of such a holder, or to any Person that would be a Non-Funding Lender or a Related Fund Impacted Lender, or the imposition of the assignor conditions or limitations (yincluding limitations on voting) if an Event of Default upon Sales to such Persons, shall have occurred and is continuingnot be deemed to be unreasonable.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (providedPROVIDED, howeverHOWEVER, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); providedPROVIDED, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that FURTHER each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and/or Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and/or Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche F Term Loans of the assigning Lender); provided, further, that ) with respect to 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 continuingTranche F Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Term Loan Commitment or Term Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Term Loan and any related Term Loan 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 the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that ” upon such Person (except in the consent case of assignments made by or to BNPP or any of its Affiliates) being consented to by each of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 3 Business Days after having received notice thereof) and the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii9.06(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 the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Term Loan) with respect to the assignment of the assigning Lender)Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Term Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Term Loan Commitments): (i) to any Person (other than a Disqualified Institution) meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower B▇▇▇▇▇▇▇ and Administrative Agent; and; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible Assignee, so long as [***], with the consent of Administrative Agent and upon giving notice to the Borrower; (iii) to any Person otherwise constituting an Eligible Assignee; provided, that [***], with the consent of the Borrower (such consent which shall not to be unreasonably withheld, delayed or conditioned) conditioned and if Borrower shall be required unless an Event not have responded in writing within [***] after receipt of Default shall have occurred and be continuing at written notice of the time of such proposed assignment; provided, further, that the Borrower shall be deemed to have consented approved such assignment) and Administrative Agent; and (iv) if an Event of Default as occurred and is continuing, to any such assignment unless it shall object thereto by written notice to other Person constituting an Eligible Assignee, with the Agent within 5 Business Days after having received notice thereofconsent of Administrative Agent; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) and (iii) shall be in an aggregate amount of not less than $1,000,000 [***] (or such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning LenderB▇▇▇▇▇▇▇ and Administrative Agent); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 the Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Company and Administrative Agent and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of the Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 the Company 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the First Lien Term Loan or New First Lien Term Loans of a Series of the assigning Lender); provided, further, that ) with respect to 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 continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to --------------- sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not --------- ------- varying, percentage of all rights and obligations under and in respect of any LoanLoan and its 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of Borrower assignments of Loans or Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be unreasonably withheldwithheld or delayed or, delayed or conditioned) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii-------- 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 Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments, 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 Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Delayed Draw Term Loan Commitments, Delayed Draw Term Loans, New Term Loans and/or New Term Loan Commitments of the assigning Lender); provided, further, that Lender with respect to the foregoing minimum assignment amounts shall not apply (xassignments thereof) with respect to any the assignment of all or any portion of a Delayed Draw Term Loan Commitments, Delayed Draw Term Loans, New Term Loans, and/or New Term Loan Commitments; provided further that after giving effect to a Lendersuch -------- ------- assignment, an Affiliate of a the assigning Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred Commitments and Loans aggregating at least $1,000,000 (unless such assigning Lender is continuingassigning all of its Commitments and Loans), in each case unless otherwise agreed to by Company and the Administrative Agent).

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under with respect to Loans and in respect Letters of any Loan): Credit) to (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 Agent; and existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to any Person otherwise constituting an Eligible Assignee; provided, that in writing by the Administrative Agent and the Issuing Bank (which consent of shall not be unreasonably withheld or delayed) and the Borrower (such which consent shall not to be unreasonably withheldwithheld or delayed, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five Business Days after having received notice thereof) unless a Default has occurred and is continuing, in which case, no such consent is required; provided, furtherhowever, that each (x) such assignment pursuant Sales must be ratable among the obligations owing to this Section 11.6(c)(iiand owed by such Lender and (y) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute the aggregate outstanding principal amount (determined as of the Loans effective date of the assigning Lender); provided, further, that applicable Assignment) of the foregoing minimum assignment amounts shall not apply (x) Revolving Loans and Letters of Credit subject to any assignment such Sale shall be an integral multiple of all $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any portion of a Loan to a existing Lender, an Affiliate of a Lender or a Related Fund is of the assignor assignor’s (together with its Affiliates’ and Approved Funds’) entire interest in the Revolving Loans or (y) if an Event is made with the prior written consent of Default shall have occurred the Borrower and is continuingthe Administrative Agent.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitment, Synthetic LC Deposit or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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) to any Person otherwise constituting an 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, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 2,500,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Term Loans of the assigning Lender)) with respect to the assignment of Term Loans and (B) $250,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Synthetic LC Commitment and Synthetic LC Deposits of the assigning Lender) with respect to the assignment of the Synthetic LC Commitment and Synthetic LC Deposits; provided, further, that the foregoing minimum assignment amounts shall not apply assignments (x) to any assignment of all by or any portion of a Loan to a Lender, an Restricted Sponsor Affiliate of a Lender or a Related Fund of the assignor or shall be further subject to Section 10.6(j) and (y) if an Event of Default to Borrower shall have occurred and is continuingbe further subject to Section 10.6(k).

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer (each, an “Assignment”) all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment Commitments and its rights and obligations with respect to Loans) to (i) any Eligible Assignee, (ii) any other Person acceptable (which acceptance shall not be unreasonably withheld or Loans owing delayed) to it Administrative Agent and as long as no Event of Default is continuing, Borrower (which acceptances shall be deemed to have been given unless an objection is delivered to Administrative Agent within five (5) Business Days after notice of a proposed Assignment is delivered to Borrower), or (iii) with respect to the Term Loans, to any Person other Obligations (than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that (w) for each such assignment shall be Loan, the aggregate outstanding principal amount (determined as of a uniform, and not varying, percentage the Closing Date of all rights and obligations under and in respect of any Loan): (i) to any Person meeting the criteria of clause (iapplicable Assignment) of the definition Loans, and Commitments subject to any such Assignment shall be in a minimum amount of $2,000,000, unless such Assignment is made to an existing Lender or an Eligible Assignee of any existing Lender, is of the term of “assignor’s (together with its Eligible Assignee” upon Assignees) ​ ​ entire interest in such facility or is made with the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the prior consent of Borrower (to the extent required) and Administrative Agent, (x) such consent Assignment shall be effective only upon the acknowledgement in writing of such sale by Administrative Agent (such acknowledgment not to be unreasonably withheld, delayed conditioned, or conditioned) shall be required unless an Event of Default shall have occurred delayed), and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event interest accrued prior to and through the date of Default shall have occurred and is continuingany such Assignment may not be assigned.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (iapplicable Loan and any related Commitments) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and Administrative Agent (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (each such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed); provided that: (1) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (I) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute (III) the aggregate outstanding principal amount of the Loans and any related Commitments of the assigning Lender); provided, further, that and (2) no consent of the foregoing minimum Administrative Agent or the Borrower shall be required for any assignment amounts shall not apply by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to any assignment a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any portion of a Loan to a Lender, an Affiliate of a Lender other right or a Related Fund of the assignor or remedy under this Agreement) (y) if to any Affiliate of ▇▇▇▇▇▇▇ Sachs, and (3) except as set forth in (2) above, the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default shall have has occurred and is continuing, (y) the proposed assignee is a Person that, at the time of the assignment, is a Lender or (z) the proposed assignee is ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇▇▇ Sachs at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ Sachs is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ Sachs was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or and assign or transfer (a “Transfer”) all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, Commitments and not varying, percentage of all its rights and obligations under with respect to Loans and in respect Letters of any Loan): Credit) to: (i) any existing Lender (other than the U.S. Borrower, the Permitted Investors or any of their respective Affiliates except pursuant to any Person meeting a Permitted Loan Retirement or pursuant to Section 11.2(h) or an assignment to an Affiliated Lender to the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agentextent expressly permitted under Section 11.2(g)); and (ii) any Affiliate or Approved Fund of any existing Lender (other than the U.S. Borrower, the Permitted Investors or any of their respective Affiliates except pursuant to a Permitted Loan Retirement, pursuant to Section 11.2(h) or an assignment to an Affiliated Lender to the extent expressly permitted under Section 11.2(g)) or (iii) any Person otherwise constituting other Eligible Assignee (other than the U.S. Borrower, the Permitted Investors or any of their respective Affiliates except pursuant to a Permitted Loan Retirement, pursuant to Section 11.2(h) or an Eligible Assignee; providedassignment to an Affiliated Lender to the extent expressly permitted under Section 11.2(g)), that the consent of Borrower acceptable (such consent which acceptance shall not to be unreasonably withheldwithheld or delayed) to the Administrative Agent and, delayed or conditioned) shall be required unless an as long as no Event of Default shall have under Section 9.1(a) or 9.1(d) has occurred and is continuing, the U.S. Borrower (which acceptance shall not be continuing at the time of such assignmentunreasonably withheld or delayed); provided, further, provided that the U.S. Borrower shall be deemed to have consented to any such assignment of Loans (other than to a Disqualified Lender) unless it the U.S. Borrower shall object thereto by written notice (which may be by email) to the Administrative Agent within 5 ten (10) Business Days after having received written notice thereof; provided, furtherhowever, that (x) such Transfers do not have to be ratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility, (y) for each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute Facility, the aggregate outstanding principal amount (determined as of the Loans effective date of the assigning Lender); providedapplicable Assignment) of the Loans, further, that the foregoing minimum assignment amounts shall not apply (x) Commitments and L/C Obligations subject to any assignment such Transfer shall be in a minimum amount of all $1,000,000 (or, in the case of Sterling Term Loans, £1,000,000), unless such Transfer is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or any portion is made with the prior consent of a Loan the U.S. Borrower and the Administrative Agent and (z) no Transfers may be made to a Lender, an Affiliate of a Disqualified Lender or a Related Fund of the assignor or (y) if unless an Event of Default shall have under Section 9.1(d) has occurred and is continuing. To the extent that any Transfer is purported to be made to a Disqualified Lender in violation of the foregoing clause (z), such 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) or persona Person permitted to become a Lender pursuant to this Section 11.2 (and the Borrowerapplicable Borrowers shall be entitled to seek specific performance in regards to this sentence). As to Transfers requiring the Administrative Agent’s consent, the withholding of such consent for Transfers to the U.S. Borrower or any of its Affiliates (other than an Affiliated Lendera Transfer in accordance with Section 11.2(g) or 11.2(h)) or to a holder of Subordinated Debt issued by the U.S. Borrower or any of its Affiliates (other than an Affiliated Lendera Transfer in accordance with Section 11.2(g) or 11.2(h)) shall not be deemed to be unreasonable.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 Agent”; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that ” upon such Person (except in the consent case of Borrower assignments made by or to any Joint Lead Arranger or any of its Affiliates in connection with the primary syndication or otherwise) being consented to by the Administrative Agent (such consent consents not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of the Borrower, required unless at any time an Event of Default shall have has occurred and be is continuing at and the time consent of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment been provided unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof); provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.06(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 the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal 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, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment assignment, other than pursuant to Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and, that in the consent case of assignments of Term Loans, Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSLP or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA), consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, further that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Term Loan Commitments, or Term Loans of a Series of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Term 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 Commitments and is continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Revolving Commitment or Revolving Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Revolving Loan and any related Revolving 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 the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each of the Borrower and the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” with the consent of Issuing Banks (such consent not to be unreasonably withheld or delayed) and upon the giving of notice to Borrower and Administrative Agent; it being agreed that the consent of Issuing Banks shall not be required with respect to any sale, assignment or transfer pursuant to this clause (i) to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC; and (ii) (x) by or to any Person otherwise constituting an Eligible AssigneeArranger (or their respective lending Affiliates; provided, that no such Affiliate is a Disqualified Lender) in connection with the primary syndication of the Revolving Facility and (y) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee”, in each case of clauses (x) and (y) with the consent of Administrative Agent, Issuing Banks and Borrower (such consent consents not to be (a) unreasonably withheld, withheld or delayed or conditioned(b) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, provided that the (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (w) $1,000,000 1,000,000, (or x) such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute Borrower and Administrative Agent, (y) the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that Lender or (z) the foregoing minimum assignment amounts shall not apply (x) amount assigned by an assigning Lender 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 continuingsuch Lender.

Right to Assign. Each Lender shall have the right at any --------------- time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that -------- ------- each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person, consented to (A) in the case of assignments of Revolving Loans or Revolving Commitments, Administrative Agent and Issuing Bank (in their sole discretion, except in the case of an assignment by GSCP to a bank, such consent not to be unreasonably withheld) and Company and (B) in all other cases, by each of Company and Administrative Agent and, (such consent in the case of clause (A) with respect to Company and in the case of clause B with respect to Company and Administrative Agent, not to be (x) unreasonably withheld or delayed or conditionedor, (y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment -------- pursuant to this Section 11.6(c)(ii10.6(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 the Requisite Lenders Company, Administrative Agent and Issuing Bank 109 or as shall constitute the aggregate outstanding principal amount of the Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lenderthe Term Loans, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred Revolving Commitments and is continuingRevolving Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of Borrower assignments of Revolving Loans, Revolving Commitments, Hedge L/C Loans or Hedge L/C Commitments to any such Person (except in the case of assignments made by or to GSCP) consented to by each of Company, each Issuing Bank and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans or Hedge L/C Loans or Hedge L/C Commitments of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans or Hedge L/C Loans or Hedge L/C Commitments and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans; provided, further, that the foregoing provided such minimum assignment amounts amount for Term Loans shall not apply be $500,000 until the date which is thirty (x30) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of days following the assignor or (y) if an Event of Default shall have occurred and is continuingClosing Date.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans (including participations in L/C Obligations and in Swing Line Loans) or other Obligation owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (iLoan and any related Commitments) to any Person meeting the criteria of clause “Eligible Assignee” (subject to paragraph (i) of the definition this Section) consented to by each of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and Persons specified below (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (each such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed): (i) Company; provided that no consent of Company shall be required unless (x) in the case of any Lender, for an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund, (y) if an Event of Default shall have pursuant to Section 8.1(a), (f) or (g) has occurred and be is continuing at or (z) in the time case of such assignmentany Revolving Lender, for an assignment of any Revolving Loan and any Revolving Commitment to a Revolving Lender; providedprovided that, further, that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 ten (10) Business Days after having received notice thereof; provided; (ii) Administrative Agent, further, that each such assignment pursuant except with respect to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any an assignment of all or any portion of a Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or and (y) if an Event assignment of Default any Revolving Loan and any Revolving Commitment to a Revolving Lender; (iii) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment, the Swing Line Lender; and (iv) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment which increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), the Issuing Banks; provided, further, each such assignment pursuant to this Section 10.6(c) shall have occurred be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by Company and is continuingAdministrative Agent or as shall constitute the aggregate amount of the applicable Revolving Commitments and applicable Revolving Loans of the assigning Lender) with respect to the assignment of the applicable Revolving Commitments and Revolving Loans and (B) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Term Loan Commitment or Loans owing to it or other Obligations to: (providedi) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (i) the giving of notice to the Administrative Agent and (ii) except in the case of assignments made by or to any Arranger during the primary syndication of the credit facilities provided herein on the Closing Date, however, that each receipt of prior written consent (such consent not to be unreasonably withheld or delayed) of the Administrative Agent; 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 Term Loan Commitment or Loans of the assigning Lender subject thereto shall not be less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or 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 under and in respect of any Loan): (i) to any Person meeting the criteria of clause (i) of the definition assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed its Term Loan Commitment or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans owing to it of the any Class without assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or transferring any portion of a its Term Loan to a Lender, an Affiliate of a Lender Commitment or a Related Fund of the assignor or (y) if an Event Loans owing to it, as the case may be, of Default shall have occurred and is continuingany other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer to any Eligible Assignee all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment and Loans or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): other Obligations; provided that (i) except in the case of assignments made by GSCP or Wachovia, the Administrative Agent and each LC Issuer must give its prior written consent to any such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to , or any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless assignment made at a time when an Event of Default shall have occurred and be continuing at the time of such assignment; providedcontinuing, further, that the Borrower shall be deemed must give its prior written consent to have consented to any such assignment unless it (which consent shall object thereto by written notice not be unreasonably withheld), (iii) except in the case of an assignment to a Person meeting the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(iicriteria of clause (a) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans definition of the term Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender); provided’s Commitment, further, that the foregoing minimum amount of the Commitment of the assigning Lender subject to each such assignment amounts (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not apply be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (xiv) to any each partial assignment shall be made as an assignment of a proportionate part of all or any portion of a Loan to the assigning Lender’s rights and obligations under this Agreement and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuingAdministrative Questionnaire.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Credit Agreement Obligations owing to it (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Revolving 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 NewPageCo and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of NewPageCo and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of NewPageCo, required unless at any time an Event of Default described in Section 8.1(a), (f) or (g) shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Administrative Agent and (so long as no Event of Default described in Section 8.1(a), (f) or (g) exists) NewPageCo or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning LenderLender (and aggregating assignments to or by Related Funds for this purpose) with respect to the assignment of Revolving Commitments and Revolving Loans. In addition to the consents, if any, required by the preceding provisions of this Section 11.6(c); provided, further, that the foregoing minimum each assignment amounts shall not apply (x) to any assignment by a Lender of all or any a portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund its Revolving Commitment shall require the consent of the assignor Issuing Bank (such consent not to be unreasonably withheld or (y) if an Event of Default shall have occurred and is continuingdelayed).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations under the Loan Documents (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that ” upon giving of notice to the consent of Borrower and the Administrative Agent and consented to by the Borrower and the Administrative Agent (each such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of the Borrower, required unless at any time an Event of Default shall have described in Section 8.01(a) or 8.01(e) has occurred and be continuing at the time of such assignmentis continuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender)) with respect to the assignment of the Revolving Commitments and Revolving Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each (i) Subject to the conditions set forth in Section 11.06(b)(ii), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (i) no consent of the Borrower shall be required for an assignment to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; providedAssignee or, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless if an Event of Default shall have under Section 8.01(a), (b), (c), (f) or (g) has occurred and be continuing at the time of such assignment; providedis continuing, further, that any other Person and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five Business Days after having received receipt of written notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(iiand (B) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender)Administrative Agent; provided, further, that no consent of the foregoing minimum assignment amounts Administrative Agent shall not apply (x) to any be required for an assignment of all or any portion of a Loan to (1) Barclays or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or a Related an Approved Fund of the assignor assignor. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under the Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (yII) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than $1,000,000 or an Event integral multiple thereof, unless the Borrower and the Administrative Agent otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of Default $3,500; provided, that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; and (C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have occurred the rights and is continuingobligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04 and 3.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that ” upon such Person being consented to by each of the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days ten (10) days after having received notice thereof) and the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any time an Event of Default has occurred and is continuing); provided, further, further that each such assignment pursuant to this Section 11.6(c)(ii9.05(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 the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Commitments and Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall will have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (providedprovided that, howeverpro rata assignments will not be required, that but each such assignment shall will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Commitment): (i) to any Person meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent and the Borrower and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Swing Line Lenders and Agentthe Issuing Banks (such consent not to be unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of “Eligible Assignee; provided” and consented to by each of the Borrower and the Administrative Agent and, that for any assignment of Revolving Credit Commitments and/or Revolving Loans, the consent of Borrower Swing Line Lenders and the Issuing Banks (each such consent not to be (x) unreasonably withheldwithheld or delayed and (y) in the case of the Borrower, delayed or conditioned) shall be required unless at any time an Event of Default shall will have occurred and then be continuing at under Section 8.1(a), (f) or (g)); provided that (1) the time of such assignment; providedBorrower’s refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, further, that (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 consented to any such assignment (other than to an assignment to a Disqualified Lender) unless it shall will object thereto by written notice to the Administrative Agent within 5 ten (10) Business Days after having received written notice thereof; provided, provided further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall will 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 and the Administrative Agent or as will constitute the aggregate amount of the Revolving Credit Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Credit Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall will constitute the aggregate outstanding principal amount of the Loans Term Loan of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of Term Loans. Notwithstanding anything to the contrary contained in this Agreement, no Lender may sell, assign or transfer all or any portion of its rights and obligations under this Agreement to (i) a Loan to Person that is a Defaulting Lender, an Affiliate of (ii) a Lender or Person that is a Related Fund of the assignor Disqualified Lender, (iii) a natural Person or (yiv) if an Event the Borrower or any of Default shall have occurred and is continuingits Subsidiaries or Affiliates.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementDMFIRM #406105327 v12 244 (1) the Borrower, including all 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 a portion 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 its 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 owing of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to it Eligible Assignees that are Affiliates or other Obligations 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; (provided, however, that B) each such partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Loan): (i) to Class without assigning or transferring any Person meeting the criteria portion of clause (i) its Commitment or of the definition Loans owing to it, as the case may be, of the term any other Class; and (C) in connection with any assignment of “Eligible Assignee” upon the giving rights and obligations of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; providedDefaulting Lender hereunder, that the consent of Borrower (no such consent not to be unreasonably withheld, delayed or conditioned) assignment shall be required effective unless an Event of Default shall have occurred and be continuing at the time of such assignment; provideduntil, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 sufficient, upon distribution thereof as appropriate (or such lesser amount as which may be agreed to outright payment, purchases by the Requisite Lenders assignee of participations or as shall constitute subparticipations, or other compensating actions, including funding, with the aggregate outstanding principal amount consent of the Borrower and the Administrative Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall previously requested but not apply (x) to any assignment of all or any portion of a Loan to a funded by such Defaulting Lender, an Affiliate to each of a 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 or a Related Fund of to the assignor or (y) if an Event of Default shall have occurred and is continuing.Administrative Agent, each Issuing Bank, the Swing Line DMFIRM #406105327 v12 245

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (i) to any Person meeting the criteria of clause (i) or (ii) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that with the consent of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time or (z) required for assignments by a Lender to an Affiliate or Related Fund of such assignmentLender and in respect of such affiliated assignments only notice to the Borrower and Administrative Agent will be required); provided, further, that the (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five (5) Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as (x) may be agreed to by the Requisite Lenders or as Borrower and Administrative Agent, (y) shall constitute the aggregate outstanding principal amount of the Loans Loan of the assigning Lender); provided, further, that Lender or (z) may be the foregoing minimum assignment amounts shall not apply (x) amount assigned by an assigning Lender to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of such Lender) with respect to the assignor or (y) if an Event assignment of Default shall have occurred and is continuingLoans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Revolving Commitments): (i) to any 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 AgentAdministrative Agent and, for any assignment of a Revolving Commitment, the consent of Administrative Agent and Issuing Bank (such consent not to be unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that ” (other than a Person described in the consent foregoing subclause (i)) and (except in the case of assignments made by or to JPMCB) consented to by each of Borrower Representative and Administrative Agent and, for any assignment of Revolving Commitment, Issuing Bank (each such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed (y) in the case of Borrower Representative, not required at any time during syndication of the Loans to persons identified by the Administrative Agent to the Borrower Representative on or conditioned) shall be required unless prior to the Restatement Effective Date or at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing at the time of such assignment; providedcontinuing, further, provided that the Borrower Representative shall be deemed to have consented to any such proposed assignment unless it Borrower Representative shall object thereto by written notice to the Agent within 5 five Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lenderproposed assignment); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer (each, an “Assignment”) all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment Commitments and its rights and obligations with respect to Loans) to (i) any Eligible Assignee, (ii) any other Person acceptable (which acceptance shall not be unreasonably withheld or Loans owing delayed) to it Administrative Agent and as long as no Event of Default is continuing, Borrower (which acceptances shall be deemed to have been given unless an objection is delivered to Administrative Agent within five (5) Business Days after notice of a proposed Assignment is delivered to Borrower), or (iii) with respect to the Term Loans, to any Person other Obligations (than a Credit Party, and Affiliate of a Credit Party, or a natural person; provided, however, that (w) for each such assignment shall be Loan, the aggregate outstanding principal amount (determined as of a uniform, and not varying, percentage the Closing Date of all rights and obligations under and in respect of any Loan): (i) to any Person meeting the criteria of clause (iapplicable Assignment) of the definition Loans, and Commitments subject to any such Assignment shall be in a minimum amount of $2,000,000, unless such Assignment is made to an existing Lender or an Eligible Assignee of any existing Lender, is of the term of “assignor’s (together with its Eligible Assignee” upon Assignees) entire interest in such facility or is made with the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the prior consent of Borrower (to the extent required) ​ ​ ​ and Administrative Agent, (x) such consent Assignment shall be effective only upon the acknowledgement in writing of such sale by Administrative Agent (such acknowledgment not to be unreasonably withheld, delayed conditioned, or conditioned) shall be required unless an Event of Default shall have occurred delayed), and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event interest accrued prior to and through the date of Default shall have occurred and is continuingany such Assignment may not be assigned.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitment, Synthetic LC Deposit or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all the Revolving Commitments and Revolving Loans, (B) $2,500,000 (or any portion of a Loan such lesser amount as may be agreed to a Lender, an Affiliate of a Lender by Borrower and Administrative Agent or a Related Fund as shall constitute the aggregate amount of the assignor Term Loans of the assigning Lender) with respect to the assignment of Term Loans and (C) $250,000 (or (ysuch lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Synthetic LC Commitment and Synthetic LC Deposits of the assigning Lender) if an Event with respect to the assignment of Default shall have occurred the Synthetic LC Commitment and is continuingSynthetic LC Deposits.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person other than Excluded Institutions meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower and the Administrative Agent and, that so long as no Event of Default has then occurred and is Continuing, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, provided that each such assignment pursuant to this Section 11.6(c)(ii10.06(b)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Initial Term Loan or the or New Term Loans of a Series of the assigning Lender)) with respect to the assignment of Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts amounts; it being understood and agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such Lender the identity of each Excluded Institution. Notwithstanding anything in this Section 10.06 to the contrary, if the Borrower has not apply given the Administrative Agent written notice of its objection to such assignment within five (x5) Business Days after written notice to any assignment of all or any portion of a Loan the Borrower, the Borrower shall be deemed 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 continuingconsented to such assignment.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender, (ii) any Affiliate or Loans owing Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed; provided that with respect to it any such other Person that is the holder of any Bridge Obligations, Junior Subordinated Notes, Senior Subordinated Notes or other Obligations (preferred Stock of the Borrower, such acceptance shall be in the sole and absolute discretion of the Administrative Agent) to the Administrative Agent and, as long as no Event of Default is continuing, the Borrower; provided, however, that each (x) such assignment shall be of a uniform, and Sales do not varying, percentage of all rights and obligations under and in respect of any Loan): (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 Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not have to be unreasonably withheldratable between the Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to a Facility and (y) for each Facility, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount (determined as of the Loans effective date of the assigning Lender); providedapplicable Assignment) of the Loans, further, that the foregoing minimum assignment amounts shall not apply (x) Commitments and L/C Obligations subject to any assignment such Sale shall be in a minimum amount of all $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any portion of a Loan to a existing Lender, an Affiliate of a Lender or a Related Fund is of the assignor assignor’s (together with its Affiliates and Approved Funds) entire interest in such Facility or (y) if an Event is made with the prior consent of Default the Borrower and the Administrative Agent. Notwithstanding the foregoing, any such Sales by Non-Funding Lenders shall have occurred and is continuingbe subject to the Administrative Agent’s prior written consent in all instances.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower Representative and the Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five Business Days after having received notice thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in Section 8.01(a), 8.01(f), 8.01(g) or 8.01(h) has occurred and is continuing); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower Representative and the Administrative Agent or as shall constitute the aggregate outstanding principal 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, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Any Lender shall have the right may at any time assign to sell, assign one or transfer more assignees all or a portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Commitment or and the Loans at the time owing to it or other Obligations it); provided that (provided, however, that in each case with respect to any Loans) any such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan):subject to the following conditions: (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 Agentthe Administrative Agent (whether pursuant to Section 10.6(e) or otherwise); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” and, that in the consent case of assignments of Loans or Commitments to any such Person (except in the case of assignments made by or to Ally), consented to by each of the Borrower and the Administrative Agent (such consent (A) not to be (x) unreasonably withheld, delayed conditioned or conditioneddelayed, or (y) shall be in the case of the Borrower, required unless at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing at and (B) in the time case of such assignment; providedthe Borrower, furtherexcept for any assignment to any Person that is a competitor of the Borrower, that the Borrower shall be deemed to have consented been given if the Borrower has not responded to any such assignment unless it shall object thereto by written notice to the Agent a request for consent within 5 10 Business Days after having received notice thereofthe making of such request); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(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 the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Commitments and Loans of the assigning Lender)) with respect to the assignment of the Commitments and Loans; provided, further, provided that the foregoing minimum assignment amounts consent of the Administrative Agent shall not apply (x) be required with respect to any assignment of all any Commitments or Loans to an Affiliated Lender (and it shall not be unreasonable for the Administrative Agent to refuse to consent to any portion of a Loan such assignment to a an Affiliated Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing).

Right to Assign. Each Lender Bank shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Revolving 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 Xerium and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon the giving of notice to Xerium and the Administrative Agent; providedsubject, that however, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, to prior written consent of Borrower by Xerium, the Administrative Agent and the Issuing Bank (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Xerium, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, provided that the Borrower Xerium shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five (5) Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.7(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 the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Bank) 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 Requisite Lenders or Administrative Agent (and so long as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an no Event of Default shall have occurred and is be continuing) Xerium or as shall constitute the aggregate amount or the Term Loans of the assigning Bank) with respect to the assignment of Term Loans.

Right to Assign. Each Subject to the Restructuring Support Agreement, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) or other Obligations clause (providedc) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower and the Administrative Agent and (B) (1) the Borrower, however, provided that each the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a) 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 and (2) the Administrative Agent; 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 $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (i) to any Person meeting the criteria of clause (i) of the definition assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed its Commitment or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans owing to it of the any Class without assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or transferring any portion of a Loan to a Lender, an Affiliate of a Lender its Commitment or a Related Fund of the assignor or (y) if an Event Loans owing to it, as the case may be, of Default shall have occurred and is continuingany other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations (providedwith, however, that each such assignment shall be in all cases other than assignments by or to a Facility Agent or an Affiliate of a uniformFacility Agent, the consent of the Issuing Banks and not varying, percentage of all rights and obligations under and the Swing Line Lender in respect of any Loanaddition to the consents required below): (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 the Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower and Administrative Agent and (except in the case of assignments made by or to any Facility Agent or their respective Affiliates), that consented to by the consent of Borrower Borrower, the Administrative Agent and each Issuing Bank (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed (y) in the case of the Borrower, required in connection with the primary syndication or conditioned) shall be required unless an Event of at any time a Default shall have occurred and be continuing at the time of such assignmentexists); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to 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 Revolving Commitments and is continuingRevolving Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): applicable Loan and any related Commitments), to any Eligible Assignee; provided that (i) to any Person meeting unless the criteria of clause (i) assignee is a Lender, the consent of the definition of Administrative Agent and the term of “Eligible Assignee” upon the giving of notice to Borrower L/C Issuer shall be required and Agent; and (ii) to any Person otherwise constituting unless either (x) the assignee is a Lender or an Eligible Assignee; providedAffiliate of a Lender or a Related Fund or (y) an Event of Default exists, that the consent of Borrower shall be required (each such consent not to be unreasonably withheld, delayed conditioned or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignmentdelayed; provided, further, it being understood that the Borrower shall will be deemed to have consented to any provided such assignment unless consent in the event that it shall object thereto by written notice have failed to the Agent respond to a consent request made in writing and delivered in accordance with Section 10.1 within 5 10 Business Days after having received notice thereofof such delivery); provided, further, provided that each such assignment of Loans or Commitments pursuant to this Section 11.6(c)(ii10.6(c) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Borrower and the Requisite Lenders Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans or the total Commitment, respectively, of the assigning Lender); provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts amounts. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not apply (x) be under no obligation to any assignment of all or any portion of a Loan to a Lender, determine whether an Affiliate of a Lender or a Related Fund of the assignor or (y) if assignee is an Event of Default Eligible Assignee and shall have occurred and is continuingno responsibility for monitoring or enforcing the requirement that only Eligible Assignees shall be Lenders.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Borrower and the Administrative Agent, and consented to by the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) required in the case of a transfer or assignment to the Borrower, FLL or a Servicer or any of their Affiliates (a "Relevant Assignment Party") from any Lender or a transfer or assignment by a Relevant Assignment Party to another Relevant Assignment Party); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" upon giving of notice to the Borrower and the Administrative Agent, that consented to by the Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) required in the case of a transfer or assignment to a Relevant Assignment Party from any Lender or a transfer or assignment by a Relevant Assignment Party to another Relevant Assignment Party) and, in the case of assignment of Loans or Commitments to any such Person (except in the case of primary assignments made by RBC Capital Markets, LLC or any of its affiliates), consented to by the Borrower (such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of the Borrower, required unless at any time an Event of Default shall have occurred and be continuing at the time of such assignmentcontinuing); provided, further, further that (A) the Borrower shall be deemed to have consented to any such assignment of Loans or Commitments unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days fifteen (15) days after having received notice thereof; providedprovided that in connection with any such assignment to any of the entities listed in Annex 2, further(as the same may be amended by agreement of the Borrower and Administrative Agent from time to time, that each, a "Borrower Competitor") there shall be no deemed consent, and the Borrower's actual consent shall be required, and (B) each such assignment pursuant to this Section 11.6(c)(ii9.06(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 the Requisite Lenders Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Commitments and Loans of the assigning Lender); provided, further, that ) with respect to 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 Commitments and is continuingLoans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Borrowers and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrowers and Administrative Agent and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrowers and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrowers, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Borrowers 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrowers and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Series B Term Loans or New Term Loans of a series of the assigning Lender); provided, further, that ) with respect to 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 continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment Commitments or Loans owing to it it, Note or Notes held by it, or other Obligations (Obligation; provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan):Revolving Loans and its related Commitment: (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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” and (x) in the case of assignments of Commitments or Loans prior to the later of (A) thirty days after the Closing Date and (B) completion of the general syndication of the Commitments and Loans, that consented to by the consent of Borrower (Company, such consent not to be unreasonably withheld, and (y) thereafter, in the case of assignments of Revolving Loans, Revolving Commitments or Tranche A Term Loans, to any such Person (except in the case of assignments made to GSCP, LCP or their respective Affiliates), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or conditionedor, (y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.5(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of all of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of the Revolving Commitments, Revolving Loans and Tranche A Term Loans and (B) $2,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor Tranche B Term Loan, or (yTranche C Term Loan of the assigning Lender) if an Event with respect to the assignment of Default shall have occurred and is continuingsuch Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 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 Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Credit-Linked Participation or Term Loan of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all Credit-Linked Participation 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 continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 AgentAdministrative Agent and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each Issuing Bank and the Swing Line Lender (such consent not to be unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided”, that the upon consent by Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower (such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall in the case of Borrower, required with respect to Term Loans or Term Loan Commitments during the initial syndication of Term Loans and Term Loan Commitments to persons identified to and agreed by the Borrower in writing prior to the Closing Date) and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by each Issuing Bank, the Swing Line Lender and Administrative Agent (such consent not to be required unless an Event of Default shall have occurred and be continuing at the time of such assignmentunreasonably withheld or delayed); provided, further, further that the (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 10 Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii11.06(c)(ii) shall be in an aggregate amount of not less than (I) $5,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the 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 the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Term Loan of the assigning Lender); provided) with respect to the assignment of Term Loans. Notwithstanding anything herein to the contrary, further, that the foregoing minimum no such assignment amounts shall not apply (x) be made to any assignment of all or any portion of a Loan to a Lender, Person that is not an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default Eligible Assignee; provided that no Agent shall have occurred and is continuingany liability or responsibility to monitor, police or control any assignments to Disqualified Lenders.

Right to Assign. Each (i) Subject to subsection 9.9(b)(ii), each Lender shall have the right at any time may assign to sell, assign one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Commitments and the Loans at the time owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (iit) to any Person meeting with the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the prior written consent of Borrower (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed) of: (A) the Parent Borrower; provided that no consent of the Parent Borrower shall be required unless (i) for an assignment of all or any portion of any Commitments or Loans to an existing Lender, an Affiliate of an existing Lender or an Approved Fund or (ii) if an Event of Default shall have under Section 7.1(a), (f) or (g) has occurred and be continuing at the time of such assignmentis continuing; provided, further, provided that the Parent Borrower shall be deemed to have consented to any such assignment of Commitments or Loans unless it the Parent Borrower shall object have objected thereto by written notice to the Agent within 5 ten (10) Business Days after a Responsible Officer of the Parent Borrower having received notice thereofwritten request therefor; provided, further, (B) the Agent; provided that each such assignment pursuant to this Section 11.6(c)(ii) no consent of the Agent shall be in required for an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Term Loan to a an existing Lender, an Affiliate of a an existing Lender or a Related Fund an Approved Fund; (C) each L/C Issuer at the time of such assignment; provided that no consent of the assignor L/C Issuers shall be required for any assignment not related to Revolving Loan Commitments; or (y) if an Event of Default shall have occurred and is continuing.97

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or any portion of a Loan such lesser amount as may be agreed to a Lender, an Affiliate of a Lender by Company and Administrative Agent or a Related Fund as shall constitute the aggregate amount of the assignor or (yTerm Loan of the assigning Lender) if an Event with respect to the assignment of Default shall have occurred and is continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person other than Excluded Institutions meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower and the Administrative Agent and, that so long as no Event of Default has then occurred and is Continuing, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, provided that each such assignment pursuant to this Section 11.6(c)(ii10.06(b)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Restatement Effective Date Term Loan or the or New Term Loans of a Series of the assigning Lender)LenderLoan) with respect to the assignment of Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts amounts; and it being understood and agreed that at the request of any Lender the Administrative Agent shall not apply be permitted to disclose to such Lender the identity of each Excluded Institution. (xiii) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Affiliated Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.but only if:

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (Obligations; provided, however, that (x) pro rata assignments shall not be required and (y) each such assignment assignment, other than pursuant to Section 10.6(h), shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 AgentAdministrative Agent and with the prior written consent (such consent not to be unreasonably withheld or delayed) of each Issuing Bank at the time of such assignment in the case of assignments of Revolving Loans or Revolving Commitments; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee; provided” upon giving of notice to Borrower and Administrative Agent and, that (x) in the consent 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 each Issuing Bank; provided that any such consent (x) shall not to be unreasonably withheld, withheld or delayed or conditioned(y) in the case of Borrower shall not be required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing; provided, further, further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that (A) each such assignment pursuant to this Section 11.6(c)(ii10.6(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 the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche B Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender); provided) with respect to the assignment of the Tranche B Term Loans, furtherRevolving Commitments and Revolving Loans, that and $2,500,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the foregoing minimum aggregate of the Tranche A Term Loan) with respect to the assignment amounts of Tranche A Term Loans and (B) any required Borrower consent shall not apply (x) be deemed to have been given to any assignment of all Loans or any portion of a Loan Commitments unless it shall object thereto by written notice 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 continuingAdministrative Agent within 5 Business Days after having received notice thereof.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (Obligation; provided, however, that that: (i) each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan):Loan and any related Commitments; (iii) each assignment shall be to any Person an Eligible Assignee; (iii) if to an Eligible Assignee meeting the criteria of clause (i) of the definition of “Eligible Assignee,” prior written notice of the term assignment shall have been given to Company and Administrative Agent; (iv) in the case of an Eligible Assignee meeting the criteria of clause (ii) of the definition of “Eligible Assignee” upon (except in the giving case of notice assignments made by or to Borrower BNPP), each of Company, each Issuing Bank and Agent; and (ii) Administrative Agent shall have consented to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower such assignment (such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such continuing); (v) each assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans or Hedge L/C Loans or Hedge L/C Commitments of the assigning Lender); provided; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, further, that for its acceptance and recording in the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a LenderRegister, an Affiliate of a Lender or a Related Fund Assignment and Acceptance, together with the Notes, if any, subject to such assignment, and (vii) each Eligible Assignee (other than the Eligible Assignee of the assignor or (yAdministrative Agent) if an Event of Default shall have occurred and is continuingpay to the Administrative Agent a $3,500 administrative fee.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or rights and obligations with respect to the Revolving Loans, the Swing Loans owing to it or other Obligations (and the Letters of Credit); provided, however, that each (i) if any such assignment shall be of a uniformthe assigning Lender's Outstandings and Commitment, and not varying, such assignment shall cover the same percentage of all rights such Lender's Outstandings and obligations under and in respect of any Loan): (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 Agent; and Commitment, (ii) the aggregate amount being assigned pursuant to any Person otherwise constituting each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than five million Dollars ($5,000,000) or an integral multiple of one million Dollars ($1,000,000) in excess thereof; and (iii) if such Eligible AssigneeAssignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); provided, however, that prior to the Syndication Completion Date, SSBI may in its sole discretion determine to assign a lesser amount or assign to any Person; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower (such consent shall not to be unreasonably withheld, delayed or conditioned) shall be required unless an for any assignment occurring either prior to the Syndication Completion Date or when any Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ii)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible AssigneeAssignee with the consent of Administrative Agent; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal 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) $5,000,000 (or such lesser amount as (x) may be agreed to by Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; provided, furtherthat notwithstanding the foregoing, that the foregoing minimum no sale, assignment amounts shall not apply (x) or transfer to any assignment Person acquiring any right or obligation under this Agreement with the assets of, or for the benefit of, any employee benefit plan subject to Title I of all ERISA, any “plan” subject to Section 4975 of the Internal Revenue Code, or any portion entity whose underlying assets include plan assets by reason of a Loan to a Lender, an Affiliate plan’s investment in such entity may be consummated without the consent of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuingAdministrative Agent acting in its sole discretion.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Credit Agreement Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the applicable Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee; provided” upon giving of notice to Borrower and the applicable Administrative Agent and (except in the case of assignments made by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ during the primary syndication of the Term Loans and/or Revolving Commitments for which Borrower consent has already been obtained) consented to by each of Borrower, that the consent of Borrower such Administrative Agent and Issuing Bank (such consent not to be (x) unreasonably withheldwithheld or delayed, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default under Section 8.1(a), (f) or (g) shall have occurred and then be continuing at or (z) in the time case of such assignmentthe Issuing Bank, required for any assignment of a Term Loan); provided, further, provided further that the (A) Borrower shall be deemed to have consented to any such assignment of Revolving Loans, Revolving Commitments or Term Loans unless it shall object thereto by written notice to the applicable Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (v) $2,500,000 with respect to the assignment of the Revolving Commitments and the Revolving Loans, (w) $1,000,000 with respect to the assignment of the Term Loans and New Term Loans, (or x) such lesser amount as may be agreed to by Borrower and the Requisite Lenders applicable Administrative Agent (except in the case of assignments made by or as shall constitute to ▇▇▇▇▇▇▇ Sachs during the primary syndication of the Term Loans and/or Revolving Commitments for which Borrower consent has already been obtained), (y) the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that Lender with respect to the foregoing minimum assignment amounts shall not apply Class being assigned or (xz) the amount assigned by an assigning Lender 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 continuingsuch Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 the Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of the Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) 120 shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all the Revolving Commitments and Revolving Loans and (B) $500,000 (or any portion such lesser amount as may be agreed to by the Company and Administrative Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans of a Loan to a Lender, an Affiliate of a Lender or a Related Fund Series of the assignor or (yassigning Lender) if an Event with respect to the assignment of Default shall have occurred and is continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia), (b) or (c) of the definition of the term of “Eligible Assignee” upon consent of the giving of notice Administrative Agent (such consent not to Borrower and Agentbe unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee; provided, that the ” upon consent of Borrower the Administrative Agent (such consent not to be unreasonably withheldwithheld or delayed) and the giving of notice to the Borrowers and, delayed in the case of assignments of Revolving Loans or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at Revolving Commitments to any such Person, consented to by the time of such assignment; Borrower Representative (provided, further, that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice assignments (A) made during the initial syndication of the Revolving Commitments to Lenders and the Administrative Agent within 5 and (B) after five (5) Business Days after having received following notice thereofthereof if such consent has not been giving within such time) (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time a Default or Event of Default has occurred and is continuing); provided, further, that each such no assignment pursuant to this Section 11.6(c)(ii10.06(c)(ii) shall be made to a Disqualified Company and each assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or €1,000,000 with respect to Loans denominated in Euro) (or such lesser amount as may be agreed to by the Requisite Lenders Borrower Representative and the Administrative Agent or as shall constitute the aggregate outstanding principal 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 €1,000,000 with respect to Loans denominated in Euro) (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 Term Loans or Incremental Term Loans of a Series of the assigning Lender) with respect to the assignment of Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and/or Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and/or Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche E Term Loans of the assigning Lender); provided, further, that ) with respect to 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 continuingTranche E Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including Agreement on a pro-rata basis only with respect to all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Commitments): (i) to any Person meeting the criteria of clause (ii)(a) or clause (ii)(a) of the definition of the term of “"Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that Assignee with the consent of Borrower Administrative Agent (such which consent shall not to be unreasonably withheld, delayed withheld or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignmentdelayed); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Applicable Borrower (if no Event of Default has occurred and is continuing) and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or any portion of a Loan such lesser amount as may be agreed to a Lender, an Affiliate of a Lender or a Related Fund of by the assignor or Applicable Borrower (y) if an no Event of Default shall have has occurred and is continuing) and Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loans or Tranche A-1 Term Loans of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Administrative Agent; andand | || (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower Representative and the Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person, consented to by the Borrower Representative (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof), the Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower Representative, required at any time an Event of Default described in clause (a), (f), (g) or (h) of Section 8.01 has occurred and is continuing); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.06(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 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower Representative and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans of a Series of the assigning Lender)) with respect to the assignment of Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” (or, for the avoidance of doubt with respect to the Rolled-Up Loans, their applicable designees) upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of “Eligible Assignee; provided” upon giving of notice to Borrower, that the consent Administrative Agent and to any such Person, consented to by each of Borrower and Administrative Agent (each such consent (x) not to be unreasonably withheldwithheld or delayed and (y) in the case of Borrower, delayed or conditioned) shall not to be required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five (5) Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (x) $1,000,000 or (or y) such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred Borrower and is continuingAdministrative Agent.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and; (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Company and Administrative Agent and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made, on or prior to the Closing Date, by or to GSCP or, after the Closing Date, by the Administrative Agent), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Company 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Term Loans of the assigning Lender)) with respect to the assignment of Term Loans; provided, further, that the foregoing minimum assignment amounts shall not apply and (xiii) to any assignment Person meeting the criteria of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund clause (ii) of the assignor definition of the term of “Eligible Assignee” in connection with the assignments of the Term Loans, the Revolving Loans and the Revolving Commitments by GSCP, in its capacity as sole Lender as of the Closing Date, in connection with the initial syndication by GSCP of the Term Loans, the Revolving Loans and the Revolving Commitments to each of the assignees (or (ytheir respective Affiliates) if an Event of Default shall have occurred set forth on the final initial lender allocation schedule identified as “X-Rite, Incorporated.: Final,” dated the Closing Date, and is continuingprovided by GSCP to the Company on the Closing Date.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Commitments; provided, further, however, that each assignment of the European Term Loans shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of the European Term Loans, it being understood, for the avoidance of doubt, that the European Term Loan Commitments, and the European Term Loans made thereunder, constitute a single Loan hereunder and in no event shall any assignment pursuant to this Section 11.6(c) be in an aggregate amount of less than €100,000 or the Dollar Equivalent thereof, unless the assignee represents and warrants to and for the benefit of the Borrowers that it qualifies as a professional market party (professionele marktpartij) as defined in the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the decrees, rules and regulations promulgated thereunder or pursuant thereto as these may be amended from time to time): (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 Borrowers and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrowers and the Administrative Agent and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP or CUSA), consented to by Borrowers and the Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrowers, required unless at any time an Event of Default under Section 8.1(a), (f) or (g) shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, provided that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it they shall object thereto by written notice to the Administrative Agent within 5 five Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 or, with respect to European Revolving Loans, the Dollar Equivalent thereof (or such lesser amount as may be agreed to by Borrowers and the Requisite Lenders Administrative Agent or as shall constitute the aggregate outstanding principal 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, with respect to the European Term Loans, the Dollar Equivalent thereof (or such lesser amount as may be agreed to by Borrowers and the Administrative Agent or as shall constitute the aggregate amount of the Term Loans of the assigning Lender) with respect to the assignment of Term Loans and contemporaneous assignments to or by more than one Related Fund will be treated as one assignment for this purpose; provided, furtherthat notwithstanding the foregoing, that no Lender shall have the foregoing minimum assignment amounts shall not apply (x) right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations 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 continuingCompetitor.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and AgentAdministrative Agent but with no consent required of any of them; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower and Administrative Agent and, that in the consent case of assignments of Loans or Revolving Commitments to any such Person, consented to by each of Borrower and Administrative Agent (such consent not to be unreasonably withheld, delayed withheld or conditioneddelayed); provided that (x) no such consent of the Borrower shall be required unless at any time an Event of Default with respect to the Borrower under Sections 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing at the time of and (y) such assignment; provided, further, that consent by LA\4027402.11 LA\4027402.11 the Borrower shall be deemed to have consented to any such assignment been given unless it shall object thereto by written notice to the Administrative Agent within 5 ten (10) Business Days after having received notice thereof); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute the entire remaining aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Subject to Section 10.07(j) below with respect to Sponsor Affiliated Lenders, any Lender shall have the right at any time to may sell, assign or transfer all or a portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Commitment or and the Loans at the time owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in it) with respect of any Loan):to Term Loans and/or Term Loan Commitments: (iA) to any Person meeting the criteria of clause (ia) or (d) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower Holdings and the Administrative Agent; and; (iiB) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of “Eligible Assignee; provided, that ” and consented to by each of (x) Holdings and (y) the consent of Borrower Administrative Agent (such each consent not to be unreasonably withheld, delayed or conditioned); and (C) to any Person meeting the criteria of clause (c) of the definition of “Eligible Assignee” upon giving effect to such assignment pursuant to Section 10.07(j); and provided, notwithstanding the foregoing clauses (i) and (ii), the consent of Holdings shall not be required unless if an Event of Default shall have under Section 8.01(a), (f) or (g) has occurred and be continuing at the time of such assignmentis continuing; provided, further, that (x) Holdings’ refusal to accept an assignment to a Disqualified Lender will be deemed to be reasonable, (y) Holdings’ consent will be required with respect to any assignment to Disqualified Lenders, and (z) to the Borrower extent the consent of Holdings is required, Holdings shall be deemed to have consented to any such assignment (other than an assignment to a Disqualified Lender) unless it shall object thereto they have objected by written notice to the Administrative Agent within 5 ten (10) Business Days after of having received written notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to the Borrower and the Administrative Agent and, that in the consent case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of the Borrower and the Administrative Agent (such consent consents not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of the Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 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 Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount held by the assigning Lender of the Tranche A Term Loans, Tranche B Term Loans or New Term Loans of a Series) with respect to the assigning Lender)assignment of Term Loans; provided, further, provided that the foregoing Related Funds shall be aggregated for purposes of determining compliance with such 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 continuingamounts.

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or and the Loans owing to it it, to: (i) any Eligible Assignee upon the giving of notice to, and the receipt of the prior written consent of, the Borrower and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); provided that the consent of the Borrower shall not be required (A) for an assignment to an Eligible Assignee of the type referred to in clause (a) of the definition of such term or other Obligations (providedB) if an Event of Default shall have occurred and is continuing and provided further that after the Closing Date, howeverthe consent of the Borrower shall not be unreasonably withheld and, that each in the case of assignments to Lenders under the Revolving Facility, shall not be required; and (ii) in the case of any such assignment or transfer (other than to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee”), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $20,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the entire remaining amount of the Commitment or Loans of the assigning Lender); and (iii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): (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 Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(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 the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuinghereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided, that the consent ” and consented to by each of Borrower Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time (1) an Event of Default shall have occurred and then be continuing or (2) during syndication of the Loans and Commitments, at which times the time of Company shall be notified and consulted with respect to and prior to any such assignment); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(c) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments 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 Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Term Loan B of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Term 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.B.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower Representative and AgentAdministrative Agent but with no consent required of any of them; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrower Representative and Administrative Agent and, that in the consent case of assignments of Loans or Revolving Commitments to any such Person, consented to by Borrower Representative and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower Representative, required unless at any time an Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the (A) Borrower Representative shall be deemed to have consented to any such assignment unless it they shall object thereto by written notice to the Administrative Agent within 5 ten Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower Representative and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall will have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (providedprovided that, howeverpro rata assignments will not be required, that but each such assignment shall will be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan and any related Commitment): (i) to any Person meeting the criteria of clause (ia) or clause (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent and the Borrower and, for any assignment of Revolving Credit Commitments and/or Revolving Loans, consented to by each of the Swing Line Lenders and Agentthe Issuing Banks (such consent not to be unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of “Eligible Assignee; provided” and consented to by each of the Borrower and the Administrative Agent and, that for any assignment of Revolving Credit Commitments and/or Revolving Loans, the consent of Borrower Swing Line Lenders and the Issuing Banks (each such consent not to be (x) unreasonably withheld, withheld or delayed or conditionedand (y) shall be in the case of the Borrower required unless at any time an Event of Default shall will have occurred and then be continuing at under Section 8.1(a), (f) or (g)); provided that (1) the time of such assignment; providedBorrower’s refusal to accept an assignment to a Disqualified ▇▇▇▇▇▇ will be deemed to be reasonable, further, that (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 consented to any such assignment (other than to an assignment to a Disqualified Lender) unless it shall will object thereto by written notice to the Administrative Agent within 5 ten (10) Business Days after having received written notice thereof; provided, provided further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall will 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 and the Administrative Agent or as will constitute the aggregate amount of the Revolving Credit Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Credit Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall will constitute the aggregate outstanding principal amount of the Loans Term Loan of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply (x) to any assignment of Term Loans. Notwithstanding anything to the contrary contained in this Agreement, no Lender may sell, assign or transfer all or any portion of its rights and obligations under this Agreement to (i) a Loan to Person that is a Defaulting Lender, an Affiliate of (ii) a Lender or Person that is a Related Fund of the assignor Disqualified Lender, (iii) a natural Person or (yiv) if an Event the Borrower or any of Default shall have occurred and is continuingits Subsidiaries or Affiliates.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of any of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee; provided, that ” upon the consent giving of notice to Borrower and Administrative Agent and consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the (A) Borrower shall be deemed to have consented to any such assignment of unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that thereof and (B) each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (w) $1,000,000 1,000,000, (or x) such lesser amount as may be agreed to by the Requisite Lenders or as shall constitute Borrower and Administrative Agent, (y) the aggregate outstanding principal amount of the Loans of the assigning Lender); provided, further, that Lender with respect to the foregoing minimum assignment amounts shall not apply Class being assigned or (xz) the amount assigned by an assigning Lender 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 continuingsuch Lender.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment Commitment, Funded Letter of Credit Participations or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanFunded Letter of Credit Participations, 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 Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided”, that the consent consented to by each of Borrower Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Company and Administrative Agent (it being agreed that Company shall not unreasonably withhold its consent to assignments in an amount of not less than $2,500,000) 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, (B) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Funded Letter of Credit Commitments and Funded Letter of Credit Participations of the assigning Lender); provided) with respect to the assignment of the Funded Letter of Credit Commitments and Funded Letter of Credit Participations, further, that and (C) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans. Anything in the foregoing minimum assignment amounts shall not apply (x) to any the contrary notwithstanding, no assignment of all or any portion Revolving Commitment (except in the case of a Loan an assignment to a Lender, Revolving Lender or an Affiliate of a Lender or a Related Fund of thereof) shall be effective unless and until consented to in writing by the assignor or Revolving Issuing Bank (y) if an Event of Default shall have occurred and is continuing.such consent not to be unreasonably withheld)

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan):it: (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 Agentthe Administrative Agent (whether pursuant to Section 10.6(e) or otherwise); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” and, that in the consent case of Borrower assignments of Revolving Loans or Commitments to any such Person (except in the case of assignments made by or to DBNY), consented to by each of the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank (such consent (A) not to be (x) unreasonably withheld, delayed conditioned or conditioneddelayed, or (y) shall be in the case of the Borrower, required unless at any time a Default or an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing at and (B) in the time case of such assignment; providedthe Borrower, furtherexcept for any assignment to any Person that is a competitor of the Borrower, that the Borrower shall be deemed to have consented been given if the Borrower has not responded to any such assignment unless it shall object thereto by written notice to the Agent a request for consent within 5 10 Business Days after having received notice thereofthe making of such request); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to 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 Commitments and is continuingRevolving Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower Borrowers and AgentAdministrative Agent but with no consent required of any of them; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Borrowers and Administrative Agent and, that in the consent case of assignments of Loans or Revolving Commitments to any such Person, consented to by each Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default with respect to any Borrower under Sections 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereofcontinuing); provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrowers and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any --------------- time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Tranche B Term Loan Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that each such assignment shall be of a --------- ------- uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanTranche B Term Loan and any related Tranche B Term Loan 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) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" and, that in the consent case of assignments of Loans or Tranche B Term Loan Commitments to any such Person (except in the case of assignments made by or to GSCP or to another Lender), consented to by Borrower and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time continuing; provided -------- that, in any event, notice of such assignmentassignment shall be given promptly to Borrower if its consent is not otherwise required); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that -------- further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Tranche B Term Loan Commitments and other Obligations of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sellCommitment, assign Loan, Letter of Credit or transfer all participation therein, other Obligation or a portion of its rights and obligations under this Agreement, including all Agreement may in whole or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan): part (i) be assigned, in any amount to any Person meeting the criteria of clause (i) another Lender, or to an Affiliate of the definition assigning Lender or another Lender, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the term pledging Lender from any of “Eligible Assignee” upon the giving of notice to Borrower and Agent; and its obligations hereunder) or (ii) to any Person otherwise constituting an Eligible Assignee; provided, that the consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii) shall be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to (A) if contemporaneous assignments approved by the Requisite Lenders 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 outstanding principal amount of the Loans 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, further, provided that the foregoing minimum assignment amounts shall not apply (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 assignment of all or any portion of time other than when a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Specified Event of Default shall have 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 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 deliver to Administrative Agent, for its acceptance

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable 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 AgentAdministrative Agent 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇), consented to by each of the Issuing Bank and the Swing Line Lender (such consent not to be unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee; provided" consented to by each of Borrower, that Administrative Agent and, in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person, the Issuing Bank and the Swing Line Lender (such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be in the case of Borrower, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, further that each such assignment pursuant to this Section 11.6(c)(ii11.06(c)(ii) shall be in an aggregate amount of not less than (I) $5,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the 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 the Requisite Lenders Borrower and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Loans Term Loan of the assigning Lender); provided, further, that ) with respect to 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 continuingTerm Loans.

Right to Assign. Each Lender shall have the right at any time right, with the consent of the Administrative Agent, to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i1) to any Person meeting the criteria of clause (ia) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Agentthe Borrower; and (ii2) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term “Eligible Assignee” upon giving of notice to the Borrower; provided, that and (3) to any other Person with the consent of the Borrower (such consent not to be (x) unreasonably withheld, withheld or delayed or conditioned(y) shall be required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within 5 10 Business Days after having received notice thereof; provided, furtherhowever, that each such assignment pursuant to this Section 11.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (x) $1,000,000 10,000,000, (or y) such lesser amount as may be agreed to by the Requisite Lenders Borrower and Administrative Agent or as shall constitute (z) the aggregate outstanding principal amount of the Loans and any related Commitments of the assigning Lender); provided, further, that the foregoing minimum assignment amounts shall not apply (x) to any assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) if an Event of Default shall have occurred and is continuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ii)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee; provided, that Assignee with the consent of Borrower Administrative Agent (such consent not to be unreasonably withheld, delayed delayed, or conditioned) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 11.6(c)(ii10.6(c) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company Representative and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, further, that ) with respect to the foregoing minimum assignment amounts shall not apply of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to any assignment by the Company Representative and Administrative Agent, (y) as shall constitute the aggregate amount of all the Multi-Draw Term Loans or any portion Multi-Draw Term Loan Commitments of a Loan particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to a Lender, an Affiliate of a Lender or a Related Fund of such Lender) with respect to the assignor or (y) if an Event assignment of Default shall have occurred and is continuingMulti-Draw Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any LoanLoan 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 Company and Administrative Agent; and; (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee; provided” upon giving of notice to Company and Administrative Agent and, that in the consent case of Borrower assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made, on or prior to the Closing Date, by or to Fifth Third or, after the Closing Date, by the Administrative Agent), consented to by each of Company and Administrative Agent (such consent not to be (x) unreasonably withheldwithheld or delayed or, delayed or conditioned(y) shall be in the case of Company, required unless at any time an Event of Default shall have occurred and then be continuing at the time of such assignmentcontinuing); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that further each such assignment pursuant to this Section 11.6(c)(ii10.6(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 Company 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) $1,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Company and Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Term Loans of the assigning Lender)) with respect to the assignment of Term Loans; provided, further, that the foregoing minimum assignment amounts shall not apply and (xiii) to any assignment Person meeting the criteria of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund clause (ii) of the assignor or (y) if an Event definition of Default shall have occurred the term of “Eligible Assignee” in connection with the assignments of the Term Loans, the Revolving Loans and is continuingthe Revolving Commitments in connection with the initial syndication by the Lenders of the Term Loans, the Revolving Loans and the Revolving Commitments.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loanapplicable Loan ): (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 the Administrative Agent; and; (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) or (iii) of the definition of the term of “Eligible Assignee; provided”, that upon giving of notice to the Borrower and the Administrative Agent, and, in each case, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, delayed or conditionedprovided that (A) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 five (5) Business Days after having received notice thereof, (B)such consent by the Borrower shall not be unreasonably withheld or delayed and (C) no such consent by the Borrower shall be required at any time an Event of Default has occurred and is continuing); provided, further, further that each such assignment pursuant to this Section 11.6(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by the Requisite Lenders Borrower and the Administrative Agent or as shall constitute the aggregate outstanding principal amount of the Initial Term Loans or with respect to Incremental Term Loans constituting a separate tranche, such Incremental Term Loans of such tranche of the assigning Lender)) with respect to the assignment of Term Loans; provided, further, that the foregoing Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts amounts; (iii) [Reserved]; and (iv) to Holdings or the Borrower on a non-pro rata basis pursuant to open market purchases, subject to the following limitations: (A) immediately and automatically, without any further action on the part of Holdings, the Borrower, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Term Loans from a Lender to the Borrower, such Term Loans and all rights and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such assignment; (B) the Borrower shall not apply use the proceeds of any ABL Loans for any such assignment; (xC) to any assignment of all no Default 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 continuingbe continuing before or immediately after giving effect to such assignment; and (D) each Lender that assigns any Loans to Holdings or the Borrower pursuant to this clause (iv) shall deliver to the Administrative Agent and the Borrower a customary Big Boy Letter.