Common use of No Assignment to Natural Persons Clause in Contracts

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.1, 7.2, and 14.5 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. (b)

No Assignment to Natural Persons. No such assignment shall be made to a natural person (person. In connection with such assignment, the assignor may assign all or any portion of its Competitive Advance Note and the Competitive Advances at the time owing to it, which, if so assigned, shall be assigned in such proportion as the assignor and assignee agree, but in no event shall the assignee acquire an interest in the Competitive Advances of the assignor of less than $5,000,000.00; provided, however, that in the event such assignor assigns all of its Commitment, such assignor shall assign all of its Competitive Advance Note and Competitive Advances, if any, in connection therewith. In the event that a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit portion of a natural Person)Competitive Advance is assigned to such assignee, the Borrower shall upon the request of such assignee execute and deliver to such assignee a Competitive Advance Note, dated the effective date of such assignment and which shall otherwise be in substantially the form of the Competitive Advance Notes. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.11, 7.22.13, 2.14, 11.5 and 14.5 11.12 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to assignment. Upon request, the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note (i) to the assignee Lender and (ii) to the assignor Lender if such assignment is less than such assignor Lender’s entire commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. subsection (b)d) of this Section.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of of, a natural Personperson). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.910.8.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.13.4 [Euro-Rate Unascertainable; Etc.], 7.24.8 [Increased Costs], and 14.5 10.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment provided assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx that Lender’s having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 10.8.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. (b)223667699

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of of, a natural Personperson). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.13.04, 7.2, 3.05 and 14.5 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SEVERAL LETTER OF CREDIT UNLESS SUCH SEVERAL LETTER OF CREDIT IS EITHER AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE. Upon request, the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note in the applicable form to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10subsection (d) of this Section. (bc)

No Assignment to Natural Persons. No such assignment shall be made to a natural person Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.13.01, 7.23.04, 3.05, and 14.5 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment provided assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx that Lender’s having been a Defaulting Lender. If requested by Upon request, the assignee Lender, each Borrower (at its expense) shall execute and deliver a Term Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. subsection (b)d) of this Section.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person)person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this CREDIT AGREEMENT DATED JUNE 7, 2022 BY AND AMONG BORROWERS, CBL OUTPARCEL HOLDCO, LLC AND CBL & ASSOCIATES LIMITED PARTNERSHIP, AS GUARANTORS, CLMG CORP., AS ADMINISTRATIVE AGENT, AND XXXX BANK USA, AS INITIAL LENDER, AND THE OTHER LENDERS PARTY HERETO (CBL) 0000-0000-0000\14 Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article III and Sections 7.110.04 and 10.09, 7.2, and 14.5 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to the extent otherwise expressly agreed by the affected partiesassignment. Upon request, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower Borrowers (at its their expense) shall execute and deliver a Note to the assignee Lender and, if the assignment is not of the assignor Lender’s entire interest in the Loan, a replacement Note to the assignor Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. (b10.06(d).

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.1, 7.2, and 14.5 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx Lender having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. (b)

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a any holding company, investment vehicle or trust for, or owned and operated by or solely for the primary benefit of of, a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, have the rights and obligations of a Lender under this Agreement, and the 133 assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.142.18, 7.22.152.19, 2.162.20 and 14.5 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment assignment; provided that that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx Lender’s having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10subsection (d) of this Section. If the consent of the Borrower to an assignment is required hereunder (bincluding a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a any holding company, investment vehicle or trust for, or owned and operated by or solely for the primary benefit of of, a natural Person). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.14, 7.22.15, 2.16 and 14.5 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment assignment; provided that that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx Lender’s having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10subsection (d) of this Section. If the consent of the Borrower to an assignment is required 105 hereunder (bincluding a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a one or more natural Personpersons). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.910.4(c), from and after the effective date specified in each Assignment and Assumption AgreementAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.19, 7.22.20, 2.21 and 14.5 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment assignment; provided that that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx Lender’s having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not fully comply with this Section 14.8 10.4(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.1010.4(d). If the consent of the Borrower to an assignment is required hereunder (bincluding a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent ten Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is expressly refused by the Borrower prior to such tenth Business Day.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person)person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 14.910.06, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a the assigning Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's Lending Party’s rights and obligations under this Agreement, such Lender Lending Party shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.1Section 2.07, 7.2, Section 2.08 and 14.5 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to the extent otherwise expressly agreed by the affected partiesassignment. Upon request, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note Notes to the assignee LenderLending Party. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 14.1010.06. Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents: (bA) no Lender shall be required to comply with this Section 10.06(b) in connection with any assignment of all or any portion of its rights and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to any Affiliate of such Lender (other than any Loan Party, any Affiliate thereof or a natural person) or any Approved Fund related to such Lender, and such Lender shall have no obligation to disclose any such assignment to any such Person; provided that such Lender shall continue to be liable as a “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a “Lender” hereunder; (B) a Lender may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to a financial institution or other funding source (other than any Loan Party, any Affiliate thereof or any natural person) or any trustee or agent therefor in support of obligations owing by such Lender to such Person(s); and (C) any Lender which is a fund may pledge, or grant a security interest in, all or any portion of its rights and other obligations under or relating to the Term Loans, this Agreement and the other Loan Documents to its trustee (except if such trustee is any Loan Party, any Affiliate thereof or a natural person) in support of its obligation to its trustee; and (D) no pledge or grant of a security interest pursuant to the immediately preceding clauses (B) or (C) shall release the transferor Lender from any of its obligations hereunder or under any of the other Loan Documents and such Lender such Lender shall continue to be liable as a “Lender” under this Agreement and the other Loan Documents until such time, if at all, that such Lender and such other Person have complied with the provisions of this Section 10.06(b) in order for such other Person to become a “Lender” hereunder.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person)person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption (or Borrower Assignment Agreement or Affiliated Lender Assignment Agreement, as applicable), the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption (or Borrower Assignment Agreement or Affiliated Lender Assignment Agreement, as applicable), have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption (or Borrower Assignment Agreement or Affiliated Lender Assignment Agreement, as applicable), be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption (or Borrower Assignment Agreement or Affiliated Lender Assignment Agreement, as applicable) covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 7.13.01, 7.2, 3.02 and 14.5 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to assignment). Upon request, the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.1011.06(d). (b)Table of Contents

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a any holding company, investment vehicle or trust for, or owned and operated by or solely for the primary benefit of of, a natural Person). Subject to the acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.18, 7.22.19, 2.20 and 14.5 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment assignment; provided that that, except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Lender will shall constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx Lender’s having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10subsection (d) of this Section. If the consent of the Borrower to an assignment is required hereunder (bincluding a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of of, a natural Personperson). 216004669 Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.910.8.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.13.4 [Euro-Rate Unascertainable; Etc.], 7.24.8 [Increased Costs], and 14.5 10.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the effective date of such assignment provided assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx that Lender’s having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 10.8.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. (b)10.8.4 [Participations].

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a one or more natural Personpersons). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.910.4(c), from and after the effective date specified in each Assignment and Assumption AgreementAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.19, 7.22.20, 2.21 and 14.5 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment assignment; provided that that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx Xxxxxx’s having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not fully comply with this Section 14.8 10.4(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.1010.4(d). If the consent of the Borrower to an assignment is required hereunder (bincluding a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent ten Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is expressly refused by the Borrower prior to such tenth Business Day. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In establishing and maintaining the Register, Administrative Agent shall serve as Xxxxxxxx’s agent solely for tax purposes and solely with respect to the actions described in this Section 10.4(c), and the Borrower hereby agrees that, to the extent Truist Bank serves in such capacity, Truist Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”. Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Banks sell participations to any Person (other than a natural person, Holdings or any of Holdings’ Affiliates or Subsidiaries or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing Banks and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.22(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section 10.4 or the definitions of “Required Lenders” or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release any Guarantor or limit the liability of any such Guarantor under the Guarantee Agreement or the Borrower Guarantee Agreement without the written consent of each Lender except to the extent such release is expressly provided under the terms of such agreement; or (vii) release all or substantially all collateral (if any) securing any of the Obligations. Subject to this Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20, and 2.21 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.4(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a Lender; provided such Participant agrees to be subject to Section 2.22 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. A Participant shall not be entitled to receive any greater payment under Section 2.19 and Section 2.21 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.21 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.21(e) as though it were a Lender. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

No Assignment to Natural Persons. No such assignment of Commitments or Loans shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person)person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.913.12(a)(iv) hereof, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.1, 7.2, 13.6 and 14.5 13.15 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment provided assignment. Each assignee shall be entitled to the benefits of Section 13.1 hereof, but, with respect to Section 13.1(a), only to the extent such assignee delivers the tax forms as is required pursuant to Section 13.1(b) and (f) (as the case may be); provided, however, for the avoidance of doubt, the Borrower shall not, at any time, be obligated to pay additional amounts pursuant to Section 13.1(a) with respect to any withholding tax that is imposed on amounts payable to such assignee at the time it becomes a party to this Agreement or designates a new lending office, except to the extent otherwise expressly agreed by that such assignee was entitled, at the affected partiestime of designation of a new lending office, no assignment by a Defaulting Lender will constitute a waiver to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 13.1(a) or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by is the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in Person who was entitled to receive such rights and obligations in accordance with Section 14.10. (b)additional amounts from the Borrower.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of of, a natural Personperson). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.13.04, 7.2, 3.05 and 14.5 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to assignment; PROVIDED, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SEVERAL LETTER OF CREDIT UNLESS SUCH SEVERAL LETTER OF CREDIT IS EITHER AMENDED OR RETURNED BY THE BENEFICIARY AND REISSUED BY THE ADMINISTRATIVE AGENT, REMOVING OR AMENDING, AS THE CASE MAY BE, THE ASSIGNING LENDER’S PERCENTAGE OBLIGATIONS AND REPLACING OR AMENDING THE SAME WITH A PERCENTAGE OBLIGATIONS OF THE ELIGIBLE ASSIGNEE. Upon request, the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note in the applicable form to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.10. (b)107 13227198v7 27112.00011

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person)person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.910.4(c), from and after the effective date specified in each Assignment and Assumption AgreementAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.16, 7.22.17, 2.18 and 14.5 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment assignment; provided that that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx Lender's having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 10.4(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.1010.4(d). If the consent of Borrower Agent to an assignment is required hereunder (bincluding a consent to an assignment which does not meet the minimum assignment thresholds specified above), Borrower Agent shall be deemed to have given its consent unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after notice thereof has actually been delivered by the assigning Lender (through Administrative Agent) to Borrower Agent.

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of of, a natural Personperson (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.9subsection (d) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement Acceptance covering all of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 7.12.13, 7.22.14, 2.17 and 14.5 9.3 with respect to facts and circumstances occurring prior to the effective date of such assignment provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Xxxxxx having been a Defaulting Lender. If requested by the assignee Lender, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lenderassignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 14.8 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 14.109.14. If the consent of the Borrower to an assignment is required under this Section 9.04(c) (bincluding a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after notice thereof has actually been received by the Borrower from the assigning Lender (through the Administrative Agent).