Common use of Assignments by Xxxxxxx Clause in Contracts

Assignments by Xxxxxxx. Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an Affiliate of such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (ii) any such partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits of a Lender hereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned. ​

Assignments by Xxxxxxx. Each (a) Any Lender may at any time assign to one or more Eligible Assignees all or any part of any a portion of its Revolving Credit Loans, its Note, rights and obligations under this Agreement (including all or a portion of its Commitment and its participation the Loans (including for purposes of this subsection (a), participations in L/C Obligations and in Swing Line Loans) at the Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheldtime owing to it); provided that (i) no such consent by Holdings shall be required (A) for any such except in the case of an assignment by any Lender of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an Affiliate of such Lender or assignment to another a Lender or an Affiliate of another a Lender or an Approved Fund with respect to a Lender, or the aggregate amount of the Commitment (Bwhich for this purpose includes Loans outstanding thereunder) ifor, at if the time Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, an determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if the "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Agent, and so long as no Default or Event of Default or Incipient Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) any such each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in an amount at least equal to $5,000,000, unless such partial assignment is to another Lenderrespect of Swing Line Loans; (iii) each such any assignment shall of a Commitment must be made approved by the Agent, the Issuing Bank and the Swing Line Bank unless the Person that is the proposed assignee is itself a Lender in such manner that (whether or not the same portion of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit is assigned to the assigneeproposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the assigneeparties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a Lender, shall agree deliver to become the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Agent pursuant to this Section 11.08, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall haveand, to the extent of the interest assigned by such assignment (unless otherwise provided in such assignment with Assignment and Assumption, have the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits obligations of a Lender hereunder holding the share of the Total Commitment Amountunder this Agreement, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender thereunder shall, to the extent of the interest assigned by such assignmentAssignment and Assumption, be released from its obligations under this Agreement (and, in the share case of an Assignment and Assumption covering all of the Total Commitment Amountassigning Lender's rights and obligations under this Agreement, Loans such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.01, 4.03, 4.04, 11.04 and Letters 11.05 with respect to facts and circumstances occurring prior to the effective date of Credit such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations hereunder so assigned. ​under this Agreement that does not comply with this 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 11.08(d).

Assignments by Xxxxxxx. Each Lender Subject to the following sentence, any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or any part a portion of any their rights and obligations under this Agreement (including all or a portion of its Revolving Credit Loans, its Note, its the Commitment and its participation in the Letters Loans at the time owing to it) and the other Loan Documents; provided that, to the extent that no Event of Credit with Default has occurred and is continuing (x) no such assignment may be made to an Ineligible Assignee and (y) the prior written consent of Holdings, the Agent and the Letter of Credit Issuer, Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) must be obtained; provided further that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an Affiliate of such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the time of such assignment, unless an Event of Default or Incipient Default has occurred and is continuing; , immediately following such assignment, “Majority Lenders” must remain comprised of Initial Lender and/or any other Affiliates of Oberland Capital Healthcare Master Fund II LP (“Oberland”), and (ii) any such partial assignment Initial Lender shall be jointly and severally liable with its assignee (or assignees, in an amount at least equal to $5,000,000the case of more than one assignment by Initial Lender) for such assignee Lender(s)’ Commitments through the last day of the Commitment Period. Notwithstanding the foregoing, unless such partial assignment is to another Lender; (iii) each no such assignment shall be made by a Lender in such manner that the same portion to Borrower, an Affiliate of its Revolving Credit LoansBorrower, its Note, its Commitment and its participation in the Letters or any employees or directors of Credit is assigned Borrower at any time. Subject to the assignee; recording thereof by the Administrative Agent pursuant to Section 15.05(d), from and (iv) after the assigneeeffective date specified in each Assignment and Acceptance, if not already a Lender, the assignee thereunder shall agree to become be a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall haveand, to the extent of the interest assigned by such assignment (unless otherwise provided in such assignment with Assignment and Acceptance, have the consent rights and obligations of the Agent Lenders under this Agreement and the Letter of Credit Issuer)other Loan Documents, the obligations, rights and benefits of a Lender hereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and correspondingly the assigning Lender shall, to the extent of the interest assigned by such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the share case of the Total Commitment Amountan Assignment and Acceptance covering all of a Lender’s rights and obligations under this Agreement, Loans and Letters of Credit such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Article V and Section 15.03. Any assignment or transfer by a Lender of rights or obligations hereunder so assignedunder this Agreement that does not comply with this Section 15.05(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 15.05(e). ​(c)

Assignments by Xxxxxxx. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or any part of any a portion of its Revolving Credit Loans, its Note, rights and obligations under this Agreement (including all or a portion of its Commitment and its participation in the Letters of Credit Loans at the time owing to it) with the prior written consent of Holdings, (A) the Agent and the Letter of Credit Issuer, which Borrower (such consent shall not to be unreasonably withheldwithheld or delayed); provided that (i) no such consent by Holdings of the Borrower shall be required (A1) for assignments of Commitments or Loans of any Class to another Lender under such assignment by any Lender to Class, an Affiliate of a Lender under such Lender or to another Lender Class or an Affiliate of another Lender, or Approved Fund and (B2) if, at the time of such assignment, if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or Incipient Default (i) has occurred and is continuing, for any other assignment and delegation; (ii) any such partial assignment provided further that the Borrower shall be in deemed to have consented to an amount at least equal assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to $5,000,000the Administrative Agent within ten Business Days after having received notice thereof, unless (B) the Administrative Agent (such partial assignment is consent not to another Lenderbe unreasonably withheld or delayed); (iii) each such assignment provided that no consent of the Administrative Agent shall be made by a Lender in such manner that the same required for an assignment and delegation of all or any portion of its Revolving Credit Loans, its Note, its a Term Commitment and its participation in the Letters of Credit is assigned or Term Loan to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits Affiliate of a Lender hereunder holding or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the share case of the Total any assignment and delegation of all or a portion of a Revolving Commitment Amount, Loans and Letters or any Lender’s obligations in respect of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned. ​its LC Exposure.

Assignments by Xxxxxxx. Each Any Lender may at any time assign to one or more Eligible Assignees all or any part a portion of any its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Loans, its Note, its Commitment and its participation Revolving Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the Letters time owing to it (such Lender’s portion of Loans, commitments and risk participations with respect to each of the Revolving Credit with Facility (each, an "Applicable Facility") being referred to in this Section 11.06 as its "Applicable Share")) at the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheldtime owing to it); provided that (i) no such consent by Holdings shall be required (A) for any such except in the case of an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx’s Applicable Share of the Applicable Facility at the time owing to it or in the case of an Affiliate of such Lender or assignment to another a Lender or an Affiliate of another a Lender or an Approved Fund with respect to a Lender, or the aggregate amount of the Applicable Share (Bwhich for this purpose includes Loans outstanding thereunder) ifwith respect to each Applicable Facility, at determined as of the time date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of such assignmentthe Trade Date, an shall not be less than $5,000,000 with respect to the Revolving Credit Facility, unless the Administrative Agent and, so long as no Event of Default or Incipient Default has occurred and is continuing, the Borrower Agent otherwise consents (each such consent not to be unreasonably withheld or delayed; provided that the Borrower Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) any such each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Applicable Facility, except that this clause (ii) shall not (A) prohibit any Lender from assigning all or a portion of its rights and obligations among the Applicable Facilities on a non-pro rata basis or (B) apply to rights in an amount at least equal to $5,000,000, unless such partial assignment is to another Lenderrespect of Swing Line Loans; (iii) each such any assignment shall be made by of a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery must be approved by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Administrative Agent, the Letter of Credit L/C Issuer and Holdings (to the extentSwing Line Lender and, if any, required)so long as no Event of Default has occurred and is continuing, the assignee Borrower Agent (each such consent not to be unreasonably withheld or delayed; provided that the Borrower Agent shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits of a Lender hereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned. ​136 119482860_14 #193013499_v7

Assignments by Xxxxxxx. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or any part of any a portion of its Revolving Credit Loans, rights and obligations under this Agreement (including all or a portion of its Note, its Commitment Commitments and its participation in the Letters of Credit Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, that, no consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) no such consent by Holdings Borrower shall be required (A1) for any such an assignment by any Lender and delegation to a Lender, an Affiliate of such Lender or to another a Lender or an Affiliate of another Lender, Approved Fund or (B2) if, at the time of such assignment, if an Event of Default under clause (a), (b), (h) or Incipient Default (i) of Section 7.01 has occurred and is continuing; (ii) provided, further, that, that it shall be reasonable for the Borrower to withhold its consent to any assignment to a Person known to or reasonably believed by it to be a Disqualified Institution or an Affiliate of a Disqualified Institution, whether or not such Person is listed as a Disqualified Institution at such time; provided, further, that, the Borrower shall be deemed to have consented to any such partial assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall be in required for an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; and delegation (iii1) each such assignment shall be made by a Lender in such manner that the same of all or any portion of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit is assigned a Term Loan to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits Affiliate of a Lender hereunder holding or an Approved Fund or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, an Affiliate of an existing Revolving Lender or an Approved Fund with respect to a Revolving Lender, (C) each Issuing Bank, in the share case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure (other than to an existing Revolving Lender) and (D) the Total Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment Amount, Loans and Letters or any Lender’s obligations in respect of Credit its Swingline Exposure (or portions thereof) assigned other than to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assigneean existing Revolving Lender); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned. ​.

Assignments by Xxxxxxx. Each Any Lender may at any time assign to one or more Eligible Assignees all or any part of any a portion of its Revolving Credit Loans, rights and obligations under this Agreement (including all or a portion of its Note, its Commitments and the Loans (including participations in Letters of Credit) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (i) (A) in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and its participation Loans at the time owing to it or in the Letters case of Credit an assignment to a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (B) in any case not described in clause (i)(A) of this Section 15.8, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), shall not be less than $10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Lead Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) [reserved]; (iii) no consent shall be required for any assignment except for the consent of Holdings, the Administrative Agent and the Letter of Credit Issuer, Issuers (which consent shall not be unreasonably withheld; provided withheld or delayed) to the extent that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender is to an Affiliate of such Lender or to a Person other than another Lender or an Affiliate of another a Lender, and the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (Bx) if, at the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (ii) any such partial assignment shall be in an amount continuing at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits of a Lender hereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned. ​time

Assignments by Xxxxxxx. Each Any Lender may at any time assign to one or more Eligible Assignees all or any part of any a portion of its Revolving Credit Loans, rights and obligations under this Agreement (including all or a portion of its Note, its Commitments and the Loans (including participations in Letters of Credit) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (i) (A) in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and its participation Loans at the time owing to it or in the Letters case of Credit an assignment to a Lender or an Affiliate of a Lender, no minimum amount need be assigned; and (B) in any case not described in clause (i)(A) of this Section 15.8, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), shall not be less than $10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Lead Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) [reserved]; (iii) no consent shall be required for any assignment except for the consent of Holdings, the Administrative Agent and the Letter of Credit Issuer, Issuers (which consent shall not be unreasonably withheld; provided withheld or delayed) to the extent that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender is to an Affiliate of such Lender or to a Person other than another Lender or an Affiliate of another a Lender, and the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (Bx) if, an Event of Default has occurred and is continuing at the time of such assignment, an Event of Default assignment or Incipient Default has occurred and is continuing; (iiy) any such partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another a Lender or an Affiliate of a Lender, provided that the Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice thereof; (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (v) no such assignment shall be made by (A) to a Lender in such manner that the same portion Borrower or any Affiliate of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits or Subsidiary of a Borrower or (B) to any Defaulting Lender hereunder holding the share or any of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned. ​its

Assignments by Xxxxxxx. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or any part of any a portion of its Revolving Credit Loans, rights and obligations under this Agreement (including all or a portion of its Note, its Commitment Commitments and its participation in the Letters of Credit Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, that, no consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) no such consent by Holdings Borrower shall be required (A1) for any such an assignment by any Lender and delegation to a Lender, an Affiliate of such Lender or to another a Lender or an Affiliate of another Lender, Approved Fund or (B2) if, at the time of such assignment, if an Event of Default under clause (a), (b), (h) or Incipient Default (i) of Section 7.01 has occurred and is continuing; (ii) provided, further, that, that it shall be reasonable for the Borrower to withhold its consent to any assignment to a Person known to or reasonably believed by it to be a Disqualified Institution or an Affiliate of a Disqualified Institution, whether or not such Person is listed as a Disqualified Institution at such time; provided, further, that, the Borrower shall be deemed to have consented to any such partial assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall be in required for an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; and delegation (iii1) each such assignment shall be made by a Lender in such manner that the same of all or any portion of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit is assigned a Term Loan to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits Affiliate of a Lender hereunder holding or an Approved Fund or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, an Affiliate of an existing Revolving Lender or an Approved Fund with respect to a Revolving Lender, (C) each Issuing Bank, in the share case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure (other than to an existing Revolving Lender) and (D) the Total Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment Amount, Loans and Letters or any Lender’s obligations in respect of Credit its Swingline Exposure (or portions thereof) assigned other than to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assigneean existing Revolving Lender); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned. ​148

Assignments by Xxxxxxx. Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment Term Loans and its participation in the Letters of Credit Note with the consent of Holdings, the Agent Holdings and the Letter of Credit IssuerAgent, which consent shall not be unreasonably withheld; provided that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an Affiliate of such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (ii) any such partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment Term Loans and its participation in the Letters of Credit Note is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit F hereto, ​ 1095144433\6\AMERICAS ​ including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Amount (if still in existence) and Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer Agent and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Agent and the Letter of Credit IssuerAgent), the obligations, rights and benefits of a Lender hereunder holding the share of the Total Commitment Amount, Amount (if still in existence) and Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans Amount (if still in existence) and Letters of CreditLoans, if any, theretofore held by such assignee); and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Amount (if still in existence) and Loans and Letters of Credit and the obligations hereunder so assigned. ​.