Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (1) each such assignment pursuant to this Section 10.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any related Commitments and Revolving Loans of the assigning Lender; and (2) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Administrative Agent or such lesser amount the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) (y) to any Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as may set forth in (2) above, the consent of the Borrower (such consent not to be agreed to by Company unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and Administrative Agentis continuing, (y) as shall constitute the aggregate amount proposed assignee is a Person that, at the time of the Term Loans or Term Loan Commitments of assignment, is a particular Class of the assigning Lender or (z) as the proposed assignee is assigned by an assigning Lender to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate or Related Fund of such ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, assignment or transfer, including all or a portion of its Commitment or Commitment, Loans owing to it it, interests and/or obligations in respect of Letters of Credit or other Obligations (provided, however, provided that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (iCommitment) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheldwithheld or delayed) of: (i) the Borrower, delayedprovided that (x) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee and (y) the Borrower shall be deemed to have consented to any such sale, assignment or conditioned)transfer unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; (ii) the Administrative Agent, unless a Loan is being assigned to any existing Lender, an Affiliate thereof or an Approved Fund; and (iii) each Fronted LC Issuing Bank; provided, further, that each such partial assignment pursuant to this Section 10.6(c)(ii) 8.1A shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments Commitment, Loans and Revolving Loans interests in Letters of Credit of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Term Loan Commitment or Term Loans owing to it or other Obligations to any Eligible Assignee upon the giving of notice to the Borrower and the Administrative Agent; provided that: (providedi) in the case of any such assignment or transfer (other than to any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee”), however, that pro rata assignment the amount of the Term Loan Commitment or Term Loans of the assigning Lender subject thereto shall not be required less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or Term Loans of the applicable Class of the assigning Lender; and (ii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment Lender hereunder; provided that a Lender may assign or transfer all or a portion of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (its Term Loan Commitment or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans owing to it of any Class without assigning or transferring any portion of its Term Loan Commitments of a particular Class Commitment or of the assigning Lender or (z) Term Loans owing to it, as is assigned by an assigning Lender to an Affiliate or Related Fund the case may be, of such Lender) with respect to the assignment of Term Loansany other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under under, and in respect of of, any applicable Loan and any related Commitments): ), to any Eligible Assignee; provided that (i) to any Person meeting unless the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitmentsassignee is a Lender, the consent of Issuing Bank the Administrative Agent and the L/C Issuer shall be required and (ii) unless either (x) the assignee is a Lender or an Affiliate of a Lender or a Related Fund or (y) an Event of Default exists, the consent of Borrower shall be required (each such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed, or conditioned; it being understood that Borrower will be deemed to have provided such consent in the event that it shall have failed to respond to a consent request made in writing and delivered in accordance with Section 10.1 within 10 Business Days of such delivery); provided, provided that each such assignment of Loans or Commitments pursuant to this Section 10.6(c)(ii10.6(c) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans or the total Commitment, respectively, of the assigning Lender) ); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with respect such minimum assignment amounts. Notwithstanding anything to the assignment of contrary contained herein, the Revolving Commitments Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and Revolving Loans and (B) $1,000,000 (shall have no responsibility for monitoring or such lesser amount (x) as may enforcing the requirement that only Eligible Assignees shall be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term LoansLenders.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Company and Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans, Revolving Commitments or Term Loans to any such Person (except in the consent case of assignments made by or to BNP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Company, required at any time an Event of Default under Section 8.1(a) or conditioned(f) shall have occurred and then be continuing); provided, further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche C Term Loan or New Term Loans or Term Loan Commitments of a particular Class Series of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required required, and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person Eligible Assignee meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” thereof upon the giving of notice to the Borrower and the Administrative Agent; andor (ii) to any Person otherwise constituting an Eligible Assignee with meeting the consent criteria of Administrative Agent and, solely clause (ii) of the definition thereof (except in the case of any assignment assignments made to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or in connection with the primary syndication of Revolving Commitmentsthe credit facilities provided hereunder), consented to by each of the consent of Issuing Bank Borrower and the Administrative Agent (such Issuing Bank consent consents not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of the Borrower, delayed, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further, that (A) the Borrower shall be deemed to have consented to any such assignment of Loans or Commitments unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after receiving notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than (A1) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) 2,500,000 with respect to the assignment of the Revolving Commitments and Commitments, the Revolving Loans, the Tranche A Term Loans and New Term Loans constituting Non-Institutional Incremental Facilities and (B2) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of the Tranche B Term LoansLoans and New Term Loans constituting Institutional Incremental Facilities (or, if less, (x) the amount agreed to by the Borrower and the Administrative Agent or (y) the aggregate amount of the Loans of the assigning Lender with respect to the Class being assigned).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related CommitmentsLoan): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Borrower and Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with Assignee; provided, that the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank Borrower (such Issuing Bank consent not to be unreasonably withheld, delayed, delayed or conditioned)) shall be required unless an Event of Default shall have occurred and be continuing at the time of such assignment; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within 5 Business Days after having received notice thereof; provided, further, that each such assignment pursuant to this Section 10.6(c)(ii11.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent the Requisite Lenders or as shall constitute the aggregate outstanding principal amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to ); provided, further, that the foregoing minimum assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount amounts shall not apply (x) as may be agreed to by Company and Administrative Agentany assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or a Related Fund of the assignor or (y) as if an Event of Default shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as have occurred and is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanscontinuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower Representative and the Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof), the consent of Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of the Borrower Representative, delayedrequired at any time an Event of Default described in clause (a), (f), (g) or conditioned(h) of Section 8.01 has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 2,500,000 (or such lesser amount as may be agreed to by Company the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company the Borrower Representative and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans or Term Loan Commitments of a particular Class Series of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent and the giving of notice to the Borrower Representative; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, (x) upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and (y)(1) if no Event of Default exists and the DLP VII Option Period has not yet expired, upon receipt of prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Borrower Representative or (2) in all other Obligations cases, upon the giving of notice to the Borrower Representative; provided that: (providedA) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), however, that pro rata assignment the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be required and less than $250,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanshereunder.

Right to Assign. Each Lender shall have the right (after receiving the Borrower's prior written consent as to the identity of the assignee, which consent shall not be unreasonably withheld or delayed or required if an Event of Default has occurred and is continuing) at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Revolving Loan Commitment, Participation Interest, Participation Interest or Revolving Loans owing to it or other Obligations Revolving Loan Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan Revolving Loan, Participation Interests and any related Revolving Loan Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term of "Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned)Assignee"; provided, further each such assignment pursuant to this Section 10.6(c)(ii12.6(c) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments Loan Commitments, Participation Interests and Revolving Loans of outstanding to the assigning Lender) with respect ), and written notice of each such assignment shall be provided to the Borrower and the Administrative Agent by the delivery of an Assignment Agreement executed by the parties to such assignment. Notwithstanding anything to the contrary herein, the LC Bank shall have the unfettered right to approve any assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount any of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term LoansParticipation Interests.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (1) each such assignment pursuant to this Section 10.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any related Commitments and Revolving Loans of the assigning Lender; and (2) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Administrative Agent or such lesser amount the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) to any Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as may set forth in (2) above, the consent of the Borrower (such consent not to be agreed to by Company unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and Administrative Agentis continuing, (y) as shall constitute the aggregate amount proposed assignee is a Person that, at the time of the Term Loans or Term Loan Commitments of assignment, is a particular Class of the assigning Lender or (z) as the proposed assignee is assigned by an assigning Lender to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate or Related Fund of such ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of 140 ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with the consent Assignee” upon giving of notice to Borrower and Administrative Agent and, solely in the case of assignments of Loans, to any assignment such Person (except in the case of Revolving Commitmentsassignments made to MSSF, or, until the consent primary syndication of Issuing Bank the Loans is completed, by MSSF) consented to by each of Borrower and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of Borrower, delayedrequired at any time an Event of Default under Section 8.1(a), 8.1(f) or conditioned8.1(g) shall have occurred and then be continuing); provided, further, that (A) Borrower shall be deemed to have consented to any such assignment of Loans unless it shall object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less (x), than $1,000,000, (Ay) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative AgentLoans, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, assignment or transfer, including all or a portion of its Commitment or Commitment, Loans owing to it it, interests and/or obligations in respect of Letters of Credit or other Obligations (provided, however, provided that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (iCommitment) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed) of: (i) the Borrower, provided that (x) no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee and (y) the Borrower shall be deemed to have consented to any such sale, assignment or conditioned)transfer unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; (ii) the Administrative Agent, unless a Loan is being assigned to any existing Lender, an Affiliate thereof or an Approved Fund; and (iii) each Fronted LC Issuing Bank; provided, further, that each such partial assignment pursuant to this Section 10.6(c)(ii) 8.1A shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments Commitment, Loans and Revolving Loans interests in Letters of Credit of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Borrowers and Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), the consent consented to by each of Issuing Bank Borrowers and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheld, withheld or delayed, (y) in the case of Borrowers, required at any time an Event of Default shall have occurred and then be continuing or conditioned(z) in connection with primary syndication); provided, further each such assignment pursuant to this Section 10.6(c)(ii) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (A) $1,000,000 2,500,000 or the Dollar Equivalent thereof (or such lesser amount as may be agreed to by Company Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or, with respect to the European Term Loans, the Dollar equivalent thereof (or such lesser amount (x) as may be agreed to by Company Borrowers and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the U.S. Term Loan, European Term Loan or New Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with the consent of Administrative Agent Assignee” and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), the consent consented to by each of Issuing Bank Company and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Company, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; provided further, that (1) simultaneous assignments by or to two or more related funds will be treated as one assignment for purposes of determining whether the minimum assignment requirement is met and (2) no consent of Company or Administrative Agent shall be required in connection with any assignments to or from GSCP during primary syndication.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon such Person being consented to by each of the consent of Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent andwithin ten (10) days after having received notice thereof), solely the Administrative Agent and the Issuing Bank (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any assignment time an Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditionedDefault has occurred and is continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii9.05(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 2,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right right, subject to Section 10.07(9), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): ): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term “Eligible Assignee with Assignee” upon giving of notice to Borrower and Administrative Agent and the prior written consent of Issuing Bank, Swing Line Lender, ▇▇▇▇▇▇▇▇ and Administrative Agent and(such consent not to be (x) unreasonably withheld or delayed or, solely (y) in the case of Borrower, required at any time an Event of Default under Section 8.01(1), (6) or (7) shall have occurred and then be continuing); provided further that (A) Borrower shall be deemed to have consented to any such assignment of Revolving Commitments, the consent of Issuing Bank Loans or Revolving Commitments unless it shall object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, B) each such assignment pursuant to this Section 10.6(c)(ii10.07(3) shall be in an aggregate amount of not less than (Aw) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) 5,000,000 with respect to the assignment of the Revolving Commitments and the Revolving Loans and Loans, (Bx) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender with respect to the Class being assigned or (z) as is the amount assigned by an assigning Lender to an Affiliate or Related Approved Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it to: (i) any Eligible Assignee of the type referred to in clause (a) or other Obligations clause (providedc) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon (A) the giving of notice to the Borrower and the Administrative Agent and (B) except in the case of assignments made by or to Fifth Third during the primary syndication of the credit facility established hereunder on the Closing Date, howeverreceipt of prior written consent (each such consent not to be unreasonably withheld or delayed) of (1) the Borrower, provided that pro rata the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (2) the Administrative Agent; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender hereunder; provided that (i) a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as the case may be, of any other Class and (zii) as is assigned by an assigning Lender to an Affiliate or Related Fund for the avoidance of such Lender) with respect doubt and notwithstanding anything to the assignment of contrary contained herein, the Tranche B Term LoansLoans shall share a single CUSIP and will in all cases be assigned ratably.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Borrower Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of each of the Administrative Agent andand the Borrower (in each case, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheldwithheld or delayed); provided, delayedthat (i) no consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (ii) unless an Event of Default shall exists, or conditioned)no assignment may be made to an Ineligible Institution; provided, each such assignment pursuant to this Section 10.6(c)(ii) hereunder shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans Loans. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to an Ineligible Institution and (Bb) $1,000,000 (the Borrower and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or such lesser amount (x) as may be agreed obligation to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning determine whether any Lender or (z) as potential Lender is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) Ineligible Institution and that the Administrative Agent shall have no liability with respect to the any assignment of Term Loansor participation made to an Ineligible Institution.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower Representative and the Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the consent of Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of the Borrower Representative, delayedrequired at any time an Event of Default described in Section 8.01(a), 8.01(f), 8.01(g) or conditioned8.01(h) has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 500,000 (or such lesser amount (x) as may be agreed to by Company the Borrower Representative and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans or Term Loan Commitments of a particular Class Series of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Any Lender shall have the right may at any time assign to sell, assign one or transfer more assignees all or a portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Commitment or and the Loans at the time owing to it or other Obligations it); provided that (provided, however, that pro rata assignment shall not be required and in each case with respect to any Loans) any such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):subject to the following conditions: (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent of Administrative Agent Assignee” and, solely in the case of assignments of Loans or Commitments to any assignment such Person (except in the case of Revolving Commitmentsassignments made by or to Ally), consented to by each of the consent of Issuing Bank Borrower and the Administrative Agent (such Issuing Bank consent (A) not to be (x) unreasonably withheld, conditioned or delayed, or conditioned(y) in the case of the Borrower, required at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing and (B) in the case of the Borrower, except for any assignment to any Person that is a competitor of the Borrower, shall be deemed to have been given if the Borrower has not responded to a request for consent within 10 Business Days after the making of such request); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute Loans; provided that the aggregate amount consent of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) Administrative Agent shall be required with respect to the any assignment of Term Loansany Commitments or Loans to an Affiliated Lender (and it shall not be unreasonable for the Administrative Agent to refuse to consent to any such assignment to an Affiliated Lender).

Right to Assign. Each Subject to the Intercreditor Agreement, each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment rights and obligations with respect to Loans) to (i) any existing Lender, (ii) any Affiliate or Loans owing Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to in writing by the Agent (which consent shall not be unreasonably withheld or delayed) and the Borrower (which consent shall not be unreasonably withheld or delayed, and the Borrower shall be deemed to have consented to any such assignment unless it or other Obligations shall object thereto by notice to the Agent within five (5) Business Days after having received notice thereof) unless a Default has occurred and is continuing, in which case, no such consent is required; provided, however, that pro rata assignment shall not (x) such Sales must be required ratable among the obligations owing to and each assignment shall be owed by such Lender and (y) the aggregate outstanding principal amount (determined as of a uniform, and not varying, percentage the effective date of all rights and obligations under and in respect of any the applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aAssignment) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) Loans subject to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) Sale shall be in an aggregate amount integral multiple of not less than (A) $1,000,000 (or 100,000, unless such lesser amount as may be agreed Sale is made to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning an existing Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Approved Fund of such any existing Lender, is of the assignor's (together with its Affiliates' and Approved Funds') entire interest in the Loans or is made with respect to the assignment prior written consent of Term Loansthe Borrower and the Agent.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any its related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “"Eligible Assignee” " upon (A) the giving of notice to the Borrowers and the Administrative Agent, and (B) in the event of any proposed assignment to G▇▇▇▇▇▇ S▇▇▇▇ Credit Partners, L.P. or Wachovia or any of their respective Affiliates, receipt of the prior written consent of the Borrowers, which consent shall not be unreasonably withheld; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee with the consent of Administrative Agent Assignee" and, solely in the case of assignments of Loans or Commitments to any assignment such Person, consented to by each of Revolving Commitments, the consent of Issuing Bank Borrowers and the Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of the Borrowers, delayedrequired at any time an Event of Default shall have occurred and then be continuing); provided that such consent shall not be required if such Person has combined capital and surplus of not less than $300,000,000 or its equivalent in foreign currency, whose long-term certificate of deposit rating or conditioned)long-term senior unsecured debt rating is rated "BBB" or higher by S&P and "Baa2" or higher by M▇▇▇▇'▇ Investor Service, Inc. or an equivalent or higher rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing rating of investments; provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrowers and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments Commitments, and Revolving Loans other Obligations of the assigning Lender) with respect ); provided further that after giving effect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agentassignment, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or shall have Commitments and Loans aggregating at least $2,000,000 (z) as is assigned by an unless such assigning Lender to an Affiliate or Related Fund is assigning all of such Lender) with respect its Commitments and Loans), in each case unless otherwise agreed to the assignment of Term LoansBorrowers and the Administrative Agent.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative AgentAgent and, if such Eligible Assignee is not, or is not an Affiliate of a Lender, the applicable Issuing Bank and Swing Line Lender; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower Representative and the Administrative Agent and, solely in absent the case occurrence and continuance of an Event of Default, with the prior written consent of each of the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to any such assignment of Revolving Commitmentsunless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), the consent of applicable Issuing Bank Banks and the Swing Line Lender (such Issuing Bank consent consents not to be unreasonably withheld, withheld or delayed, or conditioned); provided, that further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company and the Borrower Representative, the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans and (B) $1,000,000 (or for purposes of determining compliance with such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the minimum assignment of Term Loansamounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (providedprovided that, howeverexcept as set forth in the last paragraph of this Section 11.06(c), that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (i) each such assignment pursuant to this Section 10.6(c)(ii11.06(c) shall be in an aggregate amount of not less than the lesser of (A) $1,000,000 10,000,000, (or B) such lesser amount as may be agreed to by Company the Borrower Representative and the Administrative Agent or as shall constitute (C) the aggregate amount of the Revolving assigning ▇▇▇▇▇▇’s Loans and related Commitments and Revolving Loans of the assigning Lenderapplicable Tranche; (ii) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and Administrative Agent shall be required for any assignment by a Lender (A) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class any affiliate of the assigning Lender to the extent that such assignment will not give rise to the imposition of increased costs or other amounts by such assignee under Section 2.07 or 2.08; and (iii) the Borrower Representative has consented to such assignment (which consent, unless such assignment is to a Disqualified ▇▇▇▇▇▇, shall not be unreasonably withheld, conditioned or delayed); provided, that no consent of the Borrower Representative shall be required for an assignment of Commitments or Loans of any Tranche (A) for any assignment to a Lender or to any affiliate or managed fund of a Lender, (B) after an Event of Default under Sections 8.01(a), 8.01(e) or 8.01(f) has occurred and is continuing, or (zC) as after any other Event of Default has occurred and is assigned continuing for more than 60 days; provided, further, that in the case of each of the foregoing clauses (B) and (C), assignment under such circumstances to a Disqualified ▇▇▇▇▇▇ shall be prohibited; provided that, notwithstanding any provision to the contrary in this Agreement or any other Loan Document, no Lender shall be permitted to make an assignment of Loans and Commitments of any Tranche (or any portion thereof) to any Person unless such assignment is accompanied by an assigning Lender to an Affiliate or Related Fund simultaneous assignments of (i) a pro rata portion of such ▇▇▇▇▇▇’s Loans and Commitments of each other existing Tranche and (ii) a pro rata portion of such Lender’s Offshore Borrower Loans and Offshore Borrower Commitments of each existing Tranche (as defined in the Offshore Borrower Credit Agreement) with respect under the Offshore Borrower Credit Agreement, in each case, to the assignment same Person such that, following any such assignment, each Lender shall continue to hold ratable portions of Term Loans(x) Commitments and Loans of each existing Tranche and (y) Offshore Borrower Commitments and Offshore Borrower Loans of each existing Tranche (as defined in the Offshore Borrower Credit Agreement).

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or rights and obligations with respect to the Revolving Loans, the Swing Loans owing to it or other Obligations (and the Letters of Credit); provided, however, that pro rata (i) if any such assignment shall be of the assigning Lender's Outstandings and Commitment, such assignment shall cover the same percentage of such Lender's Outstandings and Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than five million Dollars ($5,000,000) or an integral multiple of one million Dollars ($1,000,000) in excess thereof; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); provided, however, that prior to the Syndication Completion Date, SSBI may in its sole discretion determine to assign a lesser amount or assign to any Person; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of for any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect occurring either prior to the assignment Syndication Completion Date or when any Event of the Revolving Commitments Default shall have occurred and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanscontinuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” (or, for the avoidance of doubt with respect to the Rolled-Up Loans, their applicable designees) upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of “Eligible Assignee with the consent Assignee” upon giving of notice to Borrower, Administrative Agent andand to any such Person, solely consented to by each of Borrower and Administrative Agent (each such consent (x) not to be unreasonably withheld or delayed and (y) in the case of any assignment of Revolving CommitmentsBorrower, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further, that (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (Ax) $1,000,000 or (or y) such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):it: (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent of Administrative Agent Assignee” and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Commitments to any such Person (except in the case of assignments made by or to Ally), consented to by each of the Borrower, the consent of Administrative Agent, the Swing Line Lender and each Issuing Bank (such Issuing Bank consent (A) not to be (x) unreasonably withheld, conditioned or delayed, or conditioned(y) in the case of the Borrower, required at any time an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing and (B) in the case of the Borrower, except for any assignment to any Person that is a competitor of the Borrower, shall be deemed to have been given if the Borrower has not responded to a request for consent within 10 Business Days after the making of such request); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender Bank shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to each Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with the consent of Administrative Agent Assignee” and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to the Lead Arrangers), the consent of consented to by each Borrower, Administrative Agent and Issuing Bank (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of each Borrower, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment pursuant to this Section 10.6(c)(ii10.7(c)(ii) shall be in an aggregate amount of not less than Base Currency Amount (A) $1,000,000 5,000,000 or its currency equivalent (or such lesser amount as may be agreed to by Company each Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning LenderBank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or its currency equivalent (or such lesser amount (x) as may be agreed to by Company each Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of or the Xerium B Term Loans or Loan, XTI B Term Loan, Italia B Term Loan, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ B Term Loan, Weavexx B Term Loan, Austria B Term Loan Commitments of a particular Class or German B Term Loan of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such LenderBank) with respect to the assignment of B Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Borrower and Administrative Agent and, solely in and consented to by the case of any assignment of Revolving Commitments, the consent of Issuing Bank Administrative Agent (such Issuing Bank consent not to be unreasonably delayed or withheld, ) and the Borrower (such consent not to be (x) unreasonably withheld or delayed, (y) required with respect to any person meeting the criteria of clause (i) of the term “Eligible Assignee” or conditioned(z) required (1) at any time an Event of Default arising under Section 8.1(a), (f) or (g) shall have occurred and then be continuing or (2) during the primary syndication of the Loans); provided, provided that each such assignment pursuant to this Section 10.6(c)(ii10.6(c) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the applicable Class of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or Loans. Borrower shall be deemed to have consented to any such lesser amount (x) as may be agreed assignment for which its consent is required hereunder unless Borrower shall object thereto by written notice to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund Agent within 10 Business Days after having received notice of such Lender) with respect to the assignment of Term Loansproposed assignment.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: 139 (1) each such assignment pursuant to this Section 10.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any related Commitments and Revolving Loans of the assigning Lender; and (2) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Administrative Agent or such lesser amount the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) to any Af f iliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as may set forth in (2) above, the consent of the Borrower (such consent not to be agreed to by Company unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and Administrative Agentis continuing, (y) as shall constitute the aggregate amount proposed assignee is a Person that, at the time of the Term Loans or Term Loan Commitments of assignment, is a particular Class of the assigning Lender or (z) as the proposed assignee is assigned by an assigning Lender to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate or Related Fund of such ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af filiate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af f iliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender, (ii) any Affiliate or Loans owing Approved Fund of any existing Lender or (iii) any Eligible Assignee consented to in writing by the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayed) and the Borrower (which consent shall not be unreasonably withheld or delayed, and the Borrower shall be deemed to have consented to any such assignment unless it or other Obligations (shall object thereto by notice to the Administrative Agent within five Business Days after having received notice thereof) unless a Default has occurred and is continuing, in which case, no such consent is required; provided, however, that pro rata assignment shall not (x) such Sales must be required ratable among the obligations owing to and each assignment shall be owed by such Lender and (y) the aggregate outstanding principal amount (determined as of a uniform, and not varying, percentage the effective date of all rights and obligations under and in respect of any the applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aAssignment) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) Letters of Credit subject to any such Sale shall be an integral multiple of $1,000,000 (or 1,000,000, unless such lesser amount (x) as may be agreed Sale is made to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning an existing Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Approved Fund of such any existing Lender, is of the assignor’s (together with its Affiliates’ and Approved Funds’) entire interest in the Revolving Loans or is made with respect to the assignment prior written consent of Term Loansthe Borrower and the Administrative Agent.

Right to Assign. Each (i) Subject to subsection 9.9(b)(ii), each Lender shall have the right at any time may assign to sell, assign one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Commitments and the Loans at the time owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (iit) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than of: (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount Parent Borrower; provided that no consent of the Revolving Parent Borrower shall be required (i) for an assignment of all or any portion of any Commitments or Loans to an existing Lender, an Affiliate of an existing Lender or an Approved Fund or (ii) if an Event of Default under Section 7.1(a), (f) or (g) has occurred and Revolving is continuing; provided that the Parent Borrower shall be deemed to have consented to any assignment of Commitments or Loans unless the Parent Borrower shall have objected thereto within ten (10) Business Days after a Responsible Officer of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and Parent Borrower having received written request therefor; (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative the Agent, (y) as shall constitute the aggregate amount ; provided that no consent of the Term Loans Agent shall be required for an assignment of all or any portion of a Term Loan Commitments to an existing Lender, an Affiliate of a particular Class an existing Lender or an Approved Fund; (C) each L/C Issuer at the time of such assignment; provided that no consent of the assigning Lender or (z) as is assigned by an assigning Lender L/C Issuers shall be required for any assignment not related to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.Revolving Loan Commitments; or

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Borrower and Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), the consent consented to by each of Issuing Bank Borrower and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Borrower, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 2,500,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): ), to any Eligible Assignee; provided that (i) to any Person meeting unless the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitmentsassignee is a Lender, the consent of Issuing Bank the Administrative Agent and the L/C Issuer shall be required and (ii) unless either (x) the assignee is a Lender or an Affiliate of a Lender or a Related Fund or (y) an Event of Default exists, the consent of Borrower shall be required (each such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed, or conditioned; it being understood that Borrower will be deemed to have provided such consent in the event that it shall have failed to respond to a consent request made in writing and delivered in accordance with Section 10.1 within 10 Business Days of such delivery); provided, provided that each such assignment of Loans or Commitments pursuant to this Section 10.6(c)(ii10.6(c) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans or the total Commitment, respectively, of the assigning Lender) ); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with respect such minimum assignment amounts. Notwithstanding anything to the assignment of contrary contained herein, the Revolving Commitments Administrative Agent shall be under no obligation to determine whether an assignee is an Eligible Assignee and Revolving Loans and (B) $1,000,000 (shall have no responsibility for monitoring or such lesser amount (x) as may enforcing the requirement that only Eligible Assignees shall be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term LoansLenders.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (Obligation; provided, however, that pro rata assignment shall not be required and that: (i) each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):; (iii) each assignment shall be to any Person an Eligible Assignee; (iii) if to an Eligible Assignee meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of “Eligible Assignee,” prior written notice of the term assignment shall have been given to Company and Administrative Agent; (iv) in the case of an Eligible Assignee meeting the criteria of clause (ii) of the definition of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely except in the case of any assignment assignments made by or to BNPP), each of Revolving CommitmentsCompany, the consent of each Issuing Bank and Administrative Agent shall have consented to such assignment (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of Company, delayed, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, ; (v) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans or Hedge L/C Loans or Hedge L/C Commitments of the assigning Lender); (vi) with respect the parties to each such assignment shall execute and deliver to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes, if any, subject to such assignment, and (yvii) as shall constitute each Eligible Assignee (other than the aggregate amount Eligible Assignee of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (zAdministrative Agent) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect shall pay to the assignment of Term LoansAdministrative Agent a $3,500 administrative fee.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign or transfer all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment Commitments and its rights and obligations with respect to Loans and Letters of Credit) to any of the following Persons (each an “Eligible Assignee”): (i) any existing Lender, (ii) any Affiliate or Loans owing Approved Fund of any existing Lender or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or delayed) to it or other Obligations (the Administrative Agent and the Borrower; provided, however, that pro rata assignment shall not (x) such Sales must be required ratable among the obligations owing to and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (owed by such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) Lender with respect to the assignment of the Revolving Commitments Facility and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate outstanding principal amount (determined as of the Term Loans or Term Loan Commitments of a particular Class effective date of the assigning applicable Assignment) of the Loans, Commitments and L/C Obligations subject to any such Sale shall be an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such LenderFacility or is made with the prior consent of the Administrative Agent; provided, further, upon the occurrence of an Event of Default (other than the Existing Alleged Defaults) with respect subsequent to the assignment date of Term Loansthe Waiver & Amendment No. 3 to this Agreement, the requirements of an Eligible Assignee under this subsection (b) shall no longer require the acceptance of the Borrower under clause (iii) regardless of whether the Administrative Agent and/or Lenders agree to waive or forbear the subsequent Event of Default.”

Right to Assign. Each (i) Subject to the conditions set forth in Section 11.06(b)(ii), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) no consent of the Borrower shall be required for an assignment to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of Eligible Assignee or, if an Event of Default under Section 8.01(a), (b), (c), (f) or (g) has occurred and is continuing, any other Person and (ii) the term of “Eligible Assignee” upon the giving of Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative AgentAgent within five Business Days after receipt of written notice thereof; and (B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (1) Barclays or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or an Approved Fund of the assignor. (ii) Assignments shall be subject to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely following additional conditions: (A) except in the case of any an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate entire remaining amount of the Revolving assigning Lender’s Commitments and Revolving or Loans under the Facility, the amount of the Commitments or Loans of the assigning LenderLender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the assignment of Administrative Agent or (II) if earlier, the Revolving Commitments “trade date” (if any) specified in such Assignment and Revolving Loans Assumption) shall not be less than $1,000,000 or an integral multiple thereof, unless the Borrower and the Administrative Agent otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $1,000,000 3,500; provided, that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; and (or such lesser amount C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (xiii) as may Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be agreed a party hereto and, to by Company and Administrative Agent, (y) as shall constitute the aggregate amount extent of the Term Loans or Term Loan Commitments interest assigned by such Assignment and Assumption, have the rights and obligations of a particular Class Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender or (z) as is assigned by an assigning Lender shall cease to an Affiliate or Related Fund of such Lender) with respect be a party hereto but shall continue to be entitled to the assignment benefits and subject to the obligations of Term LoansSections 3.01, 3.04 and 3.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon such Person being consented to by each of the consent of Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent and, solely within ten (10) days after having received notice thereof) and the Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrower, required at any assignment time an Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditionedDefault has occurred and is continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii9.05(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to --------------- sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not -------- ------- varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to the applicable Borrower or Borrowers and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee with the consent of Administrative Agent Assignee" and, solely in the case of assignments of Loans or Commitments to any assignment such Person (except in the case of Revolving Commitmentsassignments made by or to GSCP or to another Lender), consented to by each of the consent of Issuing Bank applicable Borrower or Borrowers and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of either Borrower, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing; provided that, in any event, notice of -------- such assignment shall be given promptly to Borrowers if their consent is not otherwise required); provided, further each such assignment pursuant to -------- this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the applicable Borrower or Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans other Obligations of the assigning Lender) with respect ); provided, further, that after giving effect to such assignment, -------- ------- the assignment of the Revolving assigning Lender shall have Commitments and Revolving Loans aggregating at least $5,000,000 (unless such assigning Lender is assigning all of its Commitments and (B) $1,000,000 (or such lesser amount (x) as may be Loans), in each case unless otherwise agreed to by Company the applicable Borrower or Borrowers and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have may, with the right at any time to sellconsent of the Directing Agent and the Borrower, assign or transfer to an assignee all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations to an Eligible Assignee; provided that: (provided, however, that pro rata i) each of the Borrower’s and the Directing Agent’s consent to any such assignment (a) shall not be unreasonably withheld or delayed and (b) shall not be required and each assignment shall be of a uniformif the assignee is an Eligible Assignee under subparts (a), and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(ab) or clause (ii)(ac) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely or a Liquidity Provider (in the case of any an assignment of by a Class A Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditionedConduit Lender); provided, each (ii) the Borrower’s consent to any such assignment pursuant to this Section 10.6(c)(ii0 shall not be required if a Default or an Event of Default shall have occurred or at any time after the Revolving Commitment Period; (iii) the Borrower’s and the Directing Agent’s consent to any such assignment pursuant to this Section 0 shall not be required in an aggregate amount the case of a Class B Lender, at any time, provided such assignment would not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute increase the aggregate amount liability of the Revolving Commitments Borrower under Section 0; and Revolving Loans of (iv) the assigning Lender) with respect parties to each such assignment shall execute and deliver to the assignment of the Revolving Commitments Directing Agent an Assignment Agreement and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loansany applicable tax forms.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee with the consent of Administrative Agent Assignee" and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), the consent consented to by each of Issuing Bank Company and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Company, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and/or Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and/or Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Tranche E Term Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Tranche E Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including Agreement on a pro-rata basis only with respect to all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “"Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the (which consent of Issuing Bank (such Issuing Bank consent shall not to be unreasonably withheld, withheld or delayed, or conditioned); provided, that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Applicable Borrower (if no Event of Default has occurred and is continuing) and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company the Applicable Borrower (if no Event of Default has occurred and is continuing) and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche A Term Loans or Tranche A-1 Term Loan Commitments of a particular Class Loans of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person other than Excluded Institutions meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower and the Administrative Agent and, solely in so long as no Default or Event of Default has then occurred and is Continuing, with the case of any assignment of Revolving Commitments, the prior written consent of Issuing Bank the Borrower (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, provided that each such assignment pursuant to this Section 10.6(c)(ii10.06(b)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Initial Term Loan or the or New Term Loans of a Series of the assigning Lender) with respect to the assignment of Loans; provided, further, that the Revolving Commitments and Revolving Related Funds of any individual Lender may aggregate their Loans and (B) $1,000,000 (or for purposes of determining compliance with such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect minimum assignment amounts. Notwithstanding anything in this Section 10.06 to the contrary, if the Borrower has not given the Administrative Agent written notice of its objection to such assignment of Term Loanswithin five (5) Business Days after written notice to the Borrower, the Borrower shall be deemed to have consented to such assignment.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank Borrower (such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed, or conditioned)except in connection with a proposed assignment to any Disqualified Institution) and the Administrative Agent; provided, provided that each such assignment pursuant to this Section 10.6(c)(ii10.6(c) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided however, that Borrower consent shall (i) be deemed to have been given if ▇▇▇▇▇▇▇▇ has not responded within five (5) Business Days of a request for such consent (other than with respect to the any proposed assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agentany Person that is a Disqualified Institution), (yii) as shall constitute not be required during the aggregate amount continuance of an Event of Default under Sections 8.1(a), 8.1(f) or 8.1(g) (other than with respect to any proposed assignment to any Person that is a Disqualified Institution), (iii) not be required for assignments to any Lender or any Affiliate or Fund Affiliate of any Lender, (iv) not be required for assignments made in connection with the primary syndication of the Term Loans and (v) not be required for assignments to Fortress if such assignment to Fortress does not result in greater payments by Borrower under Sections 2.18 or Term Loan Commitments of a particular Class of 2.19 than the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanslender would have been entitled to.

Right to Assign. Each Lender shall have the right at any time to may sell, transfer, negotiate or assign to one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or rights and obligations with respect to the Revolving Loans, the Swing Loans owing to it or other Obligations (and the Letters of Credit); provided, however, that pro rata (i) if any such assignment shall be of the assigning Lender's Outstanding Amounts and Commitment, such assignment shall cover the same percentage of such Lender's Outstanding Amounts and Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than fifteen million Dollars ($15,000,000) or an integral multiple of one million Dollars ($1,000,000) in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld); provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of for any assignment effective when any Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to Default shall have occurred and be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanscontinuing.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this AgreementDMFIRM #406105327 v12 244 (1) the Borrower, including all or a portion provided that the consent of its Commitment or Loans owing the Borrower to it or other Obligations any assignment (provided, however, that pro rata assignment x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) the Swing Line Lender and (4) each Issuing Bank; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any applicable Loan and Class without assigning or transferring any related Commitments): (i) to any Person meeting the criteria portion of clause (i)(a) its Commitment or clause (ii)(a) of the definition Loans owing to it, as the case may be, of any other Class; and (C) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the term other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee participations or subparticipations, or other compensating actions, including funding, with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, Borrower and the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (y1) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned pay and satisfy in full all payment liabilities then owed by an assigning such Defaulting Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.Administrative Agent, each Issuing Bank, the Swing Line DMFIRM #406105327 v12 245

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (iLoan) to any Person meeting the criteria of clause (i)(ai) or clause (ii)(aii) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Borrower and Administrative Agent and(such consent not to be (x) unreasonably withheld or delayed, solely (y) in the case of Borrower, required at any assignment time an Event of Revolving Commitments, Default shall have occurred and then be continuing or (z) required for assignments by a Lender to an Affiliate or Related Fund of such Lender and in respect of such affiliated assignments only notice to the consent of Issuing Bank (such Issuing Bank consent not to Borrower and Administrative Agent will be unreasonably withheld, delayed, or conditionedrequired); provided, that (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii10.6(c) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as (x) may be agreed to by Company Borrower and Administrative Agent or as Agent, (y) shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is may be the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee Assignee” with the consent (except in the case of assignments of Term Loans made by or to the Arrangers) of Administrative Agent and, solely in the case of assignments of Revolving Loans or Revolving Commitments, Borrower (such consents not to be (x) unreasonably withheld or delayed or (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further that (A) Borrower shall be deemed to have consented to any such assignment of Revolving Commitments, the consent of Issuing Bank Loans or Revolving Commitments unless it shall object thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof and (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (Aw) $1,000,000 1,000,000, (or x) such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender with respect to the Class being assigned or (z) as is the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Term Loan Commitment or Term Loans owing to it or other Obligations to any Eligible Assignee upon the giving of notice to the Borrower and the Administrative Agent; provided that: (providedi) in the case of any such assignment or transfer (other than to any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee”), however, that pro rata assignment the amount of the Term Loan Commitment or Term Loans of the assigning Lender subject thereto shall not be required less than $1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitments or Term Loans of the applicable Class of the assigning Lender; and [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] (ii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment Lender hereunder; provided that a Lender may assign or transfer all or a portion of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (its Term Loan Commitment or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans owing to it of any Class without assigning or transferring any portion of its Term Loan Commitments of a particular Class Commitment or of the assigning Lender or (z) Term Loans owing to it, as is assigned by an assigning Lender to an Affiliate or Related Fund the case may be, of such Lender) with respect to the assignment of Term Loansany other Class.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person other than Excluded Institutions meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent; and (ii) to any Person otherwise constituting an other than Excluded Institutions meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower and the Administrative Agent and, solely in so long as no Event of Default has then occurred and is Continuing, with the case of any assignment of Revolving Commitments, the prior written consent of Issuing Bank the Borrower (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, provided that each such assignment pursuant to this Section 10.6(c)(ii10.06(b)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Restatement Effective Date Term Loan or the or New Term Loans of a Series of the assigning LenderLenderLoan) with respect to the assignment of Loans; provided, further, that the Revolving Commitments Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts; and Revolving Loans it being understood and agreed that at the request of any Lender the Administrative Agent shall be permitted to disclose to such Lender the identity of each Excluded Institution. (Biii) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning any Affiliated Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.but only if:

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (iA) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (iiB) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely so long as no Default or Event of Default has occurred and is continuing, Borrower (such consent of Borrower not to be unreasonably withheld or delayed); provided, that (i) except in the case of any an assignment of Revolving Commitmentsall of a Lender’s Commitments and Loans, the consent such assigning Lender shall retain a minimum of Issuing Bank $1,000,000 in Commitments and (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditionedii); provided, each such assignment pursuant to this Section 10.6(c)(ii10.6(c)(B) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations to: (providedi) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent; (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee” upon the giving of notice to the Administrative Agent (with notice by the Administrative Agent to the Company of such assignment to be given promptly after the applicable Assignment Effective Date); provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), however, that pro rata assignment the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be required less than US$1,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or, in each case, such lesser amount as shall be agreed to by the Company and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; and (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender hereunder; provided that a Lender may assign or (z) transfer all or a portion of its Commitment or of the Loans owing to it of any Class without assigning or transferring any portion of its Commitment or of the Loans owing to it, as is assigned by an assigning Lender to an Affiliate or Related Fund the case may be, of such Lender) with respect to the assignment of Term Loansany other Class.

Right to Assign. Each Lender shall have the right right, subject to the notice and consent requirements set forth below in this Section 9.06(c), at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or and the Loans owing to it or other Obligations it, to: (providedi) any Eligible Assignee upon the giving of notice to, howeverand the receipt of the prior written consent of, the Borrower and the Administrative Agent (the consent of the Administrative Agent not to be unreasonably withheld); provided that pro rata assignment the consent of the Borrower shall not be required (A) for an assignment to an Eligible Assignee of the type referred to in clause (a) of the definition of such term or (B) if an Event of Default shall have occurred and is continuing and provided further that after the Closing Date, the consent of the Borrower shall not be unreasonably withheld and, in the case of assignments to Lenders under the Revolving Facility, shall not be required; and (ii) in the case of any such assignment or transfer (other than to any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee”), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $20,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the entire remaining amount of the Commitment or Loans of the assigning Lender); and (iii) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanshereunder.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligations owing to it or other Obligations to: (providedi) any Eligible Assignee of the type referred to in clause (a) of the definition of the term “Eligible Assignee”, howeverupon the giving of notice to the Borrower and the Administrative Agent; or (ii) any Eligible Assignee of the type referred to in clause (b) of the definition of the term “Eligible Assignee”, upon (A) the giving of notice to the (1) the Borrower, provided that pro rata the consent of the Borrower to any assignment (x) shall not be required if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing and (y) shall be deemed to have been granted unless the Borrower shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, (2) the Administrative Agent, (3) each Issuing Bank and (4) the Swing Line Lender; provided that: (A) in the case of any such assignment or transfer (other than to any Eligible Assignee meeting the requirements of clause (i) above), the amount of the Commitment or Loans of the assigning Lender subject thereto shall not be less than $5,000,000 (with concurrent assignments to Eligible Assignees that are Affiliates or Related Funds thereof to be aggregated for purposes of the foregoing minimum assignment amount requirements) or such lesser amount as shall be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments or Loans of the applicable Class of the assigning Lender; (B) each partial assignment or transfer shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of the assigning Lender hereunder; provided that a Lender may assign or transfer all or a portion of its Commitment or of the Loans owing to it of any applicable Loan and Class without assigning or transferring any related Commitments): (i) to any Person meeting the criteria portion of clause (i)(a) its Commitment or clause (ii)(a) of the definition Loans owing to it, as the case may be, of the term of “Eligible Assignee” upon the giving of notice to Administrative Agentany other Class; and (iiC) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to any Person otherwise constituting the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Eligible Assignee aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent andAgent, solely such Defaulting Lender’s Pro Rata Share of Revolving Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank, the Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its Pro Rata Share of all Revolving Loans and participations in Letters of Credit, Swing Line Loans and Protective Advances; provided that, notwithstanding the foregoing, in the case of event that any assignment of Revolving Commitmentsrights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (C), then the consent assignee of Issuing Bank (such Issuing Bank consent not interest shall be deemed to be unreasonably withheld, delayed, or conditioned); provided, each a Defaulting Lender for all purposes of this Agreement until such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanscompliance occurs.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Borrowers and Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), the consent consented to by each of Issuing Bank Borrowers and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Borrowers, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 2,500,000 (or such lesser amount as may be agreed to by Company Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrowers and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Series B Term Loans or New Term Loan Commitments Loans of a particular Class series of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender Bank shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Xerium and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with Assignee” upon the consent giving of notice to Xerium and Administrative Agent and, solely (except in the case of any assignment assignments made by or to the Lead Arranger); subject, however, in the case of assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to the Lead Arranger), the to prior written consent of by Xerium, Administrative Agent and Issuing Bank (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Xerium, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment pursuant to this Section 10.6(c)(ii10.7(c)(ii) shall be in an aggregate amount of not less than Base Currency Amount (A) $1,000,000 5,000,000 or its currency equivalent (or such lesser amount as may be agreed to by Company and the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning LenderBank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or its currency equivalent (or such lesser amount (x) as may be agreed to by Company the Administrative Agent (and Administrative Agent, (yso long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of or the Xerium B Term Loans or Loan, XTI B Term Loan, Italia B Term Loan, Xerium Canada SW B Term Loan, Xerium Canada Wxx B Term Loan, Austria B Term Loan Commitments of a particular Class or German B Term Loan of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such LenderBank) with respect to the assignment of B Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in and the case Letter of any assignment of Revolving Commitments, the consent of Issuing Bank Credit Issuer (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (i) each such assignment pursuant to this Section 10.6(c)(ii12.06(c) shall be in an aggregate amount of not less than the lesser of (A) $1,000,000 5,000,000, (or B) such lesser amount as may be agreed to by Company the Borrowers and Administrative Agent or as shall constitute (C) the aggregate amount of the Revolving Loans and any related Commitments and Revolving Loans of the assigning Lender; (ii) no consent of the Administrative Agent shall be required for any assignment by a Lender pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or to any Affiliate of the assigning Lender; (iii) the Borrower Representative has consented to such assignment (such consent not to be unreasonably withheld or delayed); provided, that, no consent of the Borrower Representative shall be required (A) with respect to the assignment a Person that qualifies as an Eligible Assignee pursuant to clauses (a) through (e) of the Revolving Commitments and Revolving Loans and definition “Eligible Assignee” or (B) $1,000,000 during the existence of an Event of Default of the type described in Section 8.01(a), (g) or (h) hereof (or such lesser amount any other Event of Default which has continued uncured for a period of thirty (x30) as may be agreed days). (iv) prior to by Company the occurrence and Administrative Agentcontinuance of an Event of Default pursuant to Section 8.01(a), (yg) as or (h) that has not been cured within sixty (60) calendar days, no assignee shall constitute be a Competitor without the aggregate amount prior written consent of the Term Loans or Term Loan Commitments of Borrower Representative; (v) no assignment shall be made by a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate any Loan Party or Related Fund Affiliates of such Lender) with respect to the assignment of Term Loansany Loan Party, or any investment manager thereof.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower Representative and the Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the consent of Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of the Borrower Representative, delayedrequired at any time an Event of NY\6180200.13 Default described in Section 8.01(a), 8.01(f), 8.01(g) or conditioned8.01(h) has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 500,000 (or such lesser amount (x) as may be agreed to by Company the Borrower Representative and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans or Term Loan Commitments of a particular Class Series of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (1) each such assignment pursuant to this Section 10.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any related Commitments and Revolving Loans of the assigning Lender; and (2) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Administrative Agent or such lesser amount the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) (y) to any Affiliate of ▇▇▇▇▇▇▇ Sachs, and (3) except as may set forth in (2) above, the consent of the Borrower (such consent not to be agreed to by Company unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and Administrative Agentis continuing, (y) as shall constitute the aggregate amount proposed assignee is a Person that, at the time of the Term Loans or Term Loan Commitments of assignment, is a particular Class of the assigning Lender or (z) as the proposed assignee is assigned by an assigning Lender to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate or Related Fund of such ▇▇▇▇▇▇▇ Sachs at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ Sachs is a Lender and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Affiliate of ▇▇▇▇▇▇▇ Sachs was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of any of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with Assignee” upon the consent giving of notice to Borrower and Administrative Agent andand consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, solely (y) in the case of Borrower, required at any assignment time an Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to Default shall have occurred and then be unreasonably withheld, delayed, or conditionedcontinuing); provided, further, that (A) Borrower shall be deemed to have consented to any such assignment of unless it shall object thereto by written notice to Administrative Agent within 5 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (Aw) $1,000,000 1,000,000, (or x) such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender with respect to the Class being assigned or (z) as is the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender Bank shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Xerium and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with Assignee” upon the consent giving of notice to Xerium and Administrative Agent and, solely (except in the case of any assignment assignments made by or to the Lead Arrangers); subject, however, in the case of assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to the Lead Arrangers), the to prior written consent of by Xerium, Administrative Agent and Issuing Bank (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Xerium, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further, each such assignment pursuant to this Section 10.6(c)(ii10.7(c)(ii) shall be in an aggregate amount of not less than Base Currency Amount (A) $1,000,000 5,000,000 or its currency equivalent (or such lesser amount as may be agreed to by Company and the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning LenderBank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 or its currency equivalent (or such lesser amount (x) as may be agreed to by Company the Administrative Agent (and Administrative Agent, (yso long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of or the Xerium B Term Loans or Loan, XTI B Term Loan, Italia B Term Loan, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ B Term Loan, Weavexx B Term Loan, Austria B Term Loan Commitments of a particular Class or German B Term Loan of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such LenderBank) with respect to the assignment of B Term Loans.

Right to Assign. Each Subject to Section 10.07(j) below with respect to Sponsor Affiliated Lenders, any Lender shall have the right at any time to may sell, assign or transfer all or a portion of its rights and obligations under this Agreement, Agreement (including all or a portion of its Commitment or and the Loans at the time owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in it) with respect of any applicable to Term Loans and/or Term Loan and any related Commitments):: (iA) to any Person meeting the criteria of clause (i)(aa) or clause (ii)(ad) of the definition of the term of “Eligible Assignee” upon the giving of notice to Holdings and the Administrative Agent; and; (iiB) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of “Eligible Assignee with Assignee” and consented to by each of (x) Holdings and (y) the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank each consent not to be unreasonably withheld, delayed, delayed or conditioned); provided, each and (C) to any Person meeting the criteria of clause (c) of the definition of “Eligible Assignee” upon giving effect to such assignment pursuant to this Section 10.6(c)(ii10.07(j); and provided, notwithstanding the foregoing clauses (i) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (Bii), the consent of Holdings shall not be required if an Event of Default under Section 8.01(a), (f) $1,000,000 or (or such lesser amount g) has occurred and is continuing; provided, further, (x) as may Holdings’ refusal to accept an assignment to a Disqualified Lender will be agreed deemed to by Company and Administrative Agentbe reasonable, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or Holdings’ consent will be required with respect to any assignment to Disqualified Lenders, and (z) as to the extent the consent of Holdings is assigned by required, Holdings shall be deemed to have consented to such assignment (other than an assigning Lender assignment to an Affiliate or Related Fund of such a Disqualified Lender) with respect unless they have objected by written notice to the assignment Administrative Agent within ten (10) Business Days of Term Loanshaving received written notice thereof.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Borrower Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(ai) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of the Administrative Agent andAgent, solely in and (i) with respect to the case assignment of any assignment of Revolving CommitmentsA Loans or any Revolving A Commitment, the consent of Issuing the LC Bank or (such Issuing Bank ii) with respect to the assignment of any Revolving B Loans or any Revolving B Commitment prior to the Revolving A Scheduled Commitment Termination Date, the consent of the Borrower (provided that (x) the Borrower’s consent shall not to be unreasonably withheld, delayed, conditioned or conditioneddelayed unless the Borrower reasonably believes that the financial condition of the proposed Eligible Assignee creates a material risk that such Eligible Assignee would not be able to fulfill its obligations hereunder and (y) no such consent of the Borrower shall be required at any time an Event of Default has occurred and is continuing); provided, each such assignment pursuant to this Section 10.6(c)(ii) hereunder shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Borrower Representative and Administrative Agent and, solely in and consented to by the case of any assignment of Revolving Commitments, the consent of Issuing Bank Administrative Agent (such Issuing Bank consent not to be unreasonably delayed or withheld, ) and the Borrower Representative (such consent not to be (x) unreasonably withheld or delayed, (y) required with respect to any person meeting the criteria of clause (i) of the term “Eligible Assignee” or conditioned(z) required (1) at any time an Event of Default arising under Section 8.1(a), (f) or (g) shall have occurred and then be continuing or (2) during the primary syndication of the Loans); provided, provided that each such assignment pursuant to this Section 10.6(c)(ii10.6(c) (treating contemporaneous assignments by or to Related Funds as one assignment for such purposes) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower Representative and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the applicable Class of the assigning Lender) with respect to the assignment of Loans. The Borrower Representative shall be deemed to have consented to any such assignment for which its consent is required hereunder unless the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed Borrower Representative shall object thereto by written notice to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund Agent within 105 Business Days after having received notice of such Lender) with respect to the assignment of Term Loansproposed assignment.

Right to Assign. Each Lender shall have the right at any --------------- time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and -------- ------- each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Company and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee with the consent of Administrative Agent Assignee" and, solely in the case of assignments of Revolving Loans or Revolving Commitments to any assignment such Person, consented to (A) in the case of assignments of Revolving Loans or Revolving Commitments, the consent of Administrative Agent and Issuing Bank (in their sole discretion, except in the case of an assignment by GSCP to a bank, such Issuing Bank consent not to be unreasonably withheld) and Company and (B) in all other cases, delayedby each of Company and Administrative Agent and, (such consent in the case of clause (A) with respect to Company and in the case of clause B with respect to Company and Administrative Agent, not to be (x) unreasonably withheld or conditioneddelayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment -------- pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Company, Administrative Agent and Issuing Bank 109 or as shall constitute the aggregate amount of the Term Loans, Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Term Loans, Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) or (c) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to Administrative Agent and obtaining the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank Borrower Representative (such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed, or conditioned; it being understood that the Borrower Representative will be deemed to have provided such consent in the event that it shall have failed to respond to a consent request made in writing and delivered in accordance with Section 10.1 within five Business Days of such delivery); provided, that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Term Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent; and; (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) or (iii) of the definition of the term of “Eligible Assignee Assignee”, upon giving of notice to the Borrower and the Administrative Agent, and, in each case, with the prior written consent of the Borrower (provided that (A) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent andwithin five (5) Business Days after having received notice thereof, solely in (B)such consent by the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent Borrower shall not to be unreasonably withheld, delayed, withheld or conditioneddelayed and (C) no such consent by the Borrower shall be required at any time an Event of Default has occurred and is continuing); provided, further that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Initial Term Loans or with respect to Incremental Term Loans constituting a separate tranche, such Incremental Term Loans of such tranche of the assigning Lender) with respect to the assignment of Term Loans; provided, that the Revolving Commitments Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts; (iii) [Reserved]; and (iv) to Holdings or the Borrower on a non-pro rata basis pursuant to open market purchases, subject to the following limitations: (A) immediately and Revolving automatically, without any further action on the part of Holdings, the Borrower, any Lender, the Administrative Agent or any other Person, upon the effectiveness of such assignment of Term Loans from a Lender to the Borrower, such Term Loans and all rights and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such assignment; (B) $1,000,000 the Borrower shall not use the proceeds of any ABL Loans for any such assignment; (C) no Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to such lesser amount assignment; and (xD) as may be agreed each Lender that assigns any Loans to by Company and Administrative Agent, Holdings or the Borrower pursuant to this clause (yiv) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect deliver to the assignment of Term LoansAdministrative Agent and the Borrower a customary Big Boy Letter.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent; andand NY\5627635.16 (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower Representative and the Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person, consented to by the Borrower Representative (provided that the Borrower Representative shall be deemed to have consented to assignments made during the initial syndication of the Revolving Commitments to Lenders previously approved by the Borrower Representative and to any other such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), the consent of Administrative Agent, the applicable Issuing Bank and the applicable Swing Line Lender (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or (y) in the case of the Borrower Representative, delayedrequired at any time an Event of Default described in Section 8.01(a), 8.01(f), 8.01(g) or conditioned8.01(h) has occurred and is continuing); provided, that each such assignment pursuant to this Section 10.6(c)(ii10.06(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower Representative and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company the Borrower Representative and the Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche A Term Loan, Tranche B Term Loan or Incremental Term Loans or Term Loan Commitments of a particular Class Series of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment (Revolver) or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan or Loan (Revolver) and any related Commitments): Commitments (iRevolver)) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (1) each such assignment pursuant to this Section 10.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any Commitments and Revolving Loans (Revolver) of the assigning Lender; and (2) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Administrative Agent or such lesser amount the Borrower shall be required for any assignment by ▇▇▇▇▇▇▇ ▇▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) or (y) to any Af f iliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (3) except as may set forth in (2) above, the consent of the Borrower (such consent not to be agreed to by Company unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and Administrative Agentis continuing, (y) as shall constitute the aggregate amount proposed assignee is a Person that, at the time of the Term Loans or Term Loan Commitments of assignment, is a particular Class of the assigning Lender or (z) as the proposed assignee is assigned by an assigning Lender to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or an Affiliate or Related Fund of such Lender) with respect ▇▇▇▇▇▇▇ ▇▇▇▇▇ at a time when neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af filiate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a ▇▇▇▇▇▇ and neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ nor an Af f i liate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ was, immediately prior to the assignment of Term Loansceasing to be a Lender hereunder, a Defaulting ▇▇▇▇▇▇.

Right to Assign. Each Lender Bank shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Xerium and the Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with Assignee” upon the consent giving of notice to Xerium and the Administrative Agent andAgent; subject, solely however, in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person, to prior written consent by Xerium, the consent of Administrative Agent and the Issuing Bank (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Xerium, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided that Xerium 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, further, each such assignment pursuant to this Section 10.6(c)(ii10.7(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 2,500,000 (or such lesser amount as may be agreed to by Company and the Administrative Agent (and so long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning LenderBank) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company the Administrative Agent (and Administrative Agent, (yso long as no Event of Default shall have occurred and be continuing) Xerium or as shall constitute the aggregate amount of or the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such LenderBank) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Obligations (providedwith, however, that pro rata assignment shall not be required and each assignment shall be in all cases other than assignments by or to a Facility Agent or an Affiliate of a uniformFacility Agent, the consent of the Issuing Banks and not varying, percentage of all rights and obligations under and the Swing Line Lender in respect of any applicable Loan and any related Commitmentsaddition to the consents required below): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with Assignee” upon giving of notice to the consent of Borrower and Administrative Agent and, solely and (except in the case of assignments made by or to any assignment of Revolving CommitmentsFacility Agent or their respective Affiliates), consented to by the Borrower, the consent of Administrative Agent and each Issuing Bank (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of the Borrower, required in connection with the primary syndication or conditionedat any time a Default exists); provided, further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $5,000,000 or integral multiples of $1,000,000 in excess thereof (or such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, provided that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Eligible Assignee upon the criteria receipt of clause (i)(a) or clause (ii)(a) consent of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (each such Issuing Bank consent not to be unreasonably withheld, withheld or delayed, or conditioned); provided, provided that: (1) each such assignment pursuant to this Section 10.6(c)(ii11.6(c) shall be in an aggregate amount of not less than the lesser of (AI) $1,000,000 2,500,000, (or II) such lesser amount as may be agreed to by Company the Borrower and Administrative Agent or as shall constitute (III) the aggregate amount of the Revolving Loans and any related Commitments and Revolving Loans of the assigning Lender; and (2) with respect to the assignment no consent of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Administrative Agent or such lesser amount the Borrower shall be required for any assignment by G▇▇▇▇▇▇ S▇▇▇▇ (x) pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement) (y) to any Affiliate of G▇▇▇▇▇▇ S▇▇▇▇, and (3) except as may set forth in (2) above, the consent of the Borrower (such consent not to be agreed to by Company unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and Administrative Agentis continuing, (y) as shall constitute the aggregate amount proposed assignee is a Person that, at the time of the Term Loans or Term Loan Commitments of assignment, is a particular Class of the assigning Lender or (z) as the proposed assignee is assigned by an assigning Lender to G▇▇▇▇▇▇ S▇▇▇▇ or an Affiliate or Related Fund of such G▇▇▇▇▇▇ S▇▇▇▇ at a time when neither G▇▇▇▇▇▇ S▇▇▇▇ nor an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ is a Lender and neither G▇▇▇▇▇▇ S▇▇▇▇ nor an Affiliate of G▇▇▇▇▇▇ S▇▇▇▇ was, immediately prior to ceasing to be a Lender hereunder, a Defaulting Lender) with respect to the assignment of Term Loans.

Right to Assign. Each (i) Subject to the conditions set forth in Section 11.06(b)(ii), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; provided, however, that pro rata assignment no consent of the Borrower shall not be required and each for an assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of the term Eligible Assignee or, if an Event of “Eligible Assignee” upon the giving of notice to Administrative AgentDefault under Section 8.01 (a), (b), (c), (f) or (g) has occurred and is continuing, any other Person; and (B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (1) Barclays Bank PLC or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or an Approved Fund of the assignor. (ii) Assignments shall be subject to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely following additional conditions: (A) except in the case of any an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate entire remaining amount of the Revolving assigning Lender’s Commitments and Revolving or Loans under the Facility, the amount of the Commitments or Loans of the assigning LenderLender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the assignment of Administrative Agent or (II) if earlier, the Revolving Commitments “trade date” (if any) specified in such Assignment and Revolving Loans Assumption) shall not be less than $1,000,000 or an integral multiple thereof, unless the Borrower and the Administrative Agent otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $1,000,000 3,500; provided, that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; and (or such lesser amount C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (xiii) as may Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be agreed a party hereto and, to by Company and Administrative Agent, (y) as shall constitute the aggregate amount extent of the Term Loans or Term Loan Commitments interest assigned by such Assignment and Assumption, have the rights and obligations of a particular Class Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender or (z) as is assigned by an assigning Lender shall cease to an Affiliate or Related Fund of such Lender) with respect be a party hereto but shall continue to be entitled to the assignment benefits and subject to the obligations of Term LoansSections 3.01, 3.04 and 3.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank Borrower (such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed, or conditioned)except in connection with a proposed assignment to any Disqualified Institution) and the Administrative Agent; provided, provided that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided however, that Borrower consent shall (i) be deemed to have been given if Borrower has not responded within five (5) Business Days of a request for such consent (other than with respect to the any proposed assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agentany Person that is a Disqualified Institution), (yii) as shall constitute not be required during the aggregate amount continuance of an Event of Default under Sections 8.1(a), 8.1(f) or 8.1(g) (other than with respect to any proposed assignment to any Person that is a Disqualified Institution), (iii) not be required for assignments to any Lender or any Affiliate or Fund Affiliate of any Lender, (iv) not be required for assignments made in connection with the primary syndication of the Term Loans and (v) not be required for assignments to Fortress if such assignment to Fortress does not result in greater payments by the Borrower under Sections 2.18 or Term Loan Commitments of a particular Class of 2.19 than the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loanslender would have been entitled to.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):it: (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative AgentAgent (whether pursuant to Section 10.6(e) or otherwise); and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent of Administrative Agent Assignee” and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Commitments to any such Person (except in the case of assignments made by or to DBNY), consented to by each of the Borrower, the consent of Administrative Agent, the Swing Line Lender and each Issuing Bank (such Issuing Bank consent (A) not to be (x) unreasonably withheld, conditioned or delayed, or conditioned(y) in the case of the Borrower, required at any time a Default or an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing and (B) in the case of the Borrower, except for any assignment to any Person that is a competitor of the Borrower, shall be deemed to have been given if the Borrower has not responded to a request for consent within 10 Business Days after the making of such request); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any --------------- time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Tranche B Term Loan Commitment or Loans owing to it it, Note or Notes held by it, or other Obligations Obligation (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a --------- ------- uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Tranche B Term Loan and any related Tranche B Term Loan Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee with the consent of Administrative Agent Assignee" and, solely in the case of assignments of Loans or Tranche B Term Loan Commitments to any assignment such Person (except in the case of Revolving Commitmentsassignments made by or to GSCP or to another Lender), the consent of Issuing Bank consented to by Borrower and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Borrower, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing; provided -------- that, in any event, notice of such assignment shall be given promptly to Borrower if its consent is not otherwise required); provided, -------- further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Tranche B Term Loan Commitments and Revolving Loans other Obligations of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Revolving Commitment or Loans owing to it or other Credit Agreement Obligations owing to it (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Revolving Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to NewPageCo and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent of Administrative Agent Assignee” and, solely in the case of any assignment assignments of Revolving CommitmentsLoans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), the consent consented to by each of Issuing Bank NewPageCo and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of NewPageCo, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii11.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent and (so long as no Event of Default exists) NewPageCo or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning LenderLender (and aggregating assignments to or by Related Funds for this purpose) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (Loans. In addition to the consents, if any, required by the preceding provisions of this Section 11.6(c), each assignment by a Lender of all or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as a portion of its Revolving Commitment shall constitute require the aggregate amount consent of the Term Loans Issuing Bank (such consent not to be unreasonably withheld or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loansdelayed).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrowers and Administrative AgentAgent but with no consent required of any of them (other than in the case of an assignment to any such Person that is not already a Lender, in which case, clause (ii) below shall apply); and (ii) to any Person otherwise constituting meeting the criteria of clause (b) of the definition of the term of “Eligible Assignee” (or clause (a) in the case of an Eligible Assignee with the consent assignment to any such Person that is not already a Lender) upon giving of notice to Borrowers and Administrative Agent and, solely in the case of assignments of Loans or Revolving Commitments to any assignment of Revolving Commitmentssuch Person, the consent of Issuing Bank consented to by each Borrower and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Borrower, required at any time an Event of Default with respect to any Borrower under Sections 8.1(a), 8.1(f) or conditioned8.1(g) shall have occurred and then be continuing); provided, further, that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company Borrowers and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Company and Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans, Revolving Commitments or Term Loans to any such Person (except in the consent case of assignments made by or to BNP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Company, required at any time an Event of Default under Section 8.1(a) or conditioned(f) shall have occurred and then be continuing); provided, further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Tranche B Term Loan or New Term Loans or Term Loan Commitments of a particular Class Series of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Term Loan Commitments): (i) to any Person (other than a Disqualified Institution) meeting the criteria of clause (i)(aa) or clause (ii)(ac) of the definition of the term of “Eligible Assignee” upon the giving of notice to ▇▇▇▇▇▇▇▇ and Administrative Agent; and; (ii) to any Person (other than a Disqualified Institution) otherwise constituting an Eligible Assignee, so long as [***], with the consent of Administrative Agent and upon giving notice to the Borrower; (iii) to any Person otherwise constituting an Eligible Assignee Assignee, [***], with the consent of the Borrower (which shall not be unreasonably withheld, delayed or conditioned and if Borrower shall not have responded in writing within [***] after receipt of written notice of the proposed assignment, Borrower shall be deemed to have approved such assignment) and Administrative Agent; and (iv) if an Event of Default as occurred and is continuing, to any other Person constituting an Eligible Assignee, with the consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned)Agent; provided, that each such assignment pursuant to this Section 10.6(c)(ii) and (iii) shall be in an aggregate amount of not less than (A) $1,000,000 [***] (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company ▇▇▇▇▇▇▇▇ and Administrative Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Borrower and Administrative Agent and, solely in the case of assignments of Term Loans, Revolving Loans or Revolving Commitments to any assignment such Person (except in the case of Revolving Commitmentsassignments made by or to CIT Capital), the consent consented to by each of Issuing Bank Borrower and Administrative Agent (such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Borrower, or conditionedrequired at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall (A) be accompanied by a processing and recordation fee of $3,000 payable to the Administrative Agent, (B) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans Loans, and (B) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each (i) Subject to the conditions set forth in Section 11.06(b)(ii), each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Revolving Commitment or Loans owing to it or other Obligations Obligations, to any Person constituting an Eligible Assignee with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, who may not act unreasonably in giving such consent; provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) no consent of the Borrower shall be required for an assignment to any Person meeting the criteria of clause (i)(a) or clause (ii)(aa) of the definition of Eligible Assignee or, if an Event of Default under Section 8.01(a), (b), (c), (f) or (g) has occurred and is continuing, any other Person and (ii) the term of “Eligible Assignee” upon the giving of Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after receipt of written notice thereof; (B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (1) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or an Affiliate thereof or (2) a Lender, an Affiliate of a Lender or an Approved Fund of the assignor; (C) the Swing Line Lender; and (D) any Issuing Bank. (ii) Assignments shall be subject to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and, solely following additional conditions: (A) except in the case of any an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving CommitmentsCommitments or Loans under the Facility, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving or Loans of the assigning LenderLender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the assignment of Administrative Agent or (II) if earlier, the Revolving Commitments “trade date” (if any) specified in such Assignment and Revolving Loans Assumption) shall not be less than $1,000,000 or an integral multiple thereof, unless the Borrower and the Administrative Agent otherwise consent; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $1,000,000 3,500; provided, that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; and (or such lesser amount C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (xiii) as may Subject to acceptance and recording thereof pursuant to Sections 11.06(b)(iv) and 11.06(b)(v), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be agreed a party hereto and, to by Company and Administrative Agent, (y) as shall constitute the aggregate amount extent of the Term Loans or Term Loan Commitments interest assigned by such Assignment and Assumption, have the rights and obligations of a particular Class Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender or (z) as is assigned by an assigning Lender shall cease to an Affiliate or Related Fund of such Lender) with respect be a party hereto but shall continue to be entitled to the assignment benefits and subject to the obligations of Term LoansSections 3.01, 3.04 and 3.

Right to Assign. Each (i) Subject to subsection 9.9(b)(ii), each Lender shall have the right at any time may assign to sell, assign one or transfer more Eligible Assignees all or a portion of its rights and obligations under this Agreement, hereunder (including all or a portion of its Commitment or Commitments and the Loans at the time owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (iit) to any Person meeting the criteria of clause (i)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and, solely in the case of any assignment of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to be unreasonably withheld, conditioned or delayed, or conditioned); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than of: (A) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount Parent Borrower; provided that no consent of the Revolving Parent Borrower shall be required (i) for an assignment of all or any portion of any Commitments or Loans to an existing Lender, an Affiliate of an existing Lender or an Approved Fund or (ii) if an Event of Default under Section 7.1(a), (f) or (g) has occurred and Revolving is continuing; provided that the Parent Borrower shall be deemed to have consented to any assignment of Commitments or Loans unless the Parent Borrower shall have objected thereto within ten (10) Business Days after a Responsible Officer of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and Parent Borrower having received written request therefor; (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative the Agent, (y) as shall constitute the aggregate amount ; provided that no consent of the Term Loans Agent shall be required for an assignment of all or any portion of a Term Loan Commitments to an existing Lender, an Affiliate of a particular Class an existing Lender or an Approved Fund; (C) each L/C Issuer at the time of such assignment; provided that no consent of the assigning Lender L/C Issuers shall be required for any assignment not related to Revolving Loan Commitments; or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.97

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignment assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” with the consent of each Issuing Bank and, unless an Event of Default is then continuing, Borrower (such consent not to be unreasonably withheld or delayed) and upon the giving of notice to Administrative Agent; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee Assignee” with the consent of Administrative Agent andAgent, solely each Issuing Bank and Borrower (such consents not to be (a) unreasonably withheld or delayed or (b) in the case of Borrower, required at any assignment time an Event of Revolving Commitments, the consent of Issuing Bank (such Issuing Bank consent not to Default shall have occurred and then be unreasonably withheld, delayed, or conditionedcontinuing); provided, provided that (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within 15 Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (Aw) $1,000,000 5,000,000, (or x) such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company Borrower and Administrative Agent, (y) as shall constitute the aggregate principal amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender then outstanding or (z) as is the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment Commitments or Loans owing to it or other Obligations (provided, however, that pro rata assignment shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (i)(a) or clause (ii)(ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; provided that in the case of any assignment of Revolving Loans or Revolving Commitments to such Person (unless such Person is already a Lender with a Revolving Commitment), such assignment shall require the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed, and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Company and Administrative Agent and, solely in the case of any assignment assignments of Revolving CommitmentsLoans, Revolving Commitments or Term Loans to any such Person (except in the consent case of assignments made by or to BNPP), consented to by each of Company, Administrative Agent and, other than in respect of Term Loans, Issuing Bank (each such Issuing Bank consent not to be (x) unreasonably withheldwithheld or delayed or, delayed(y) in the case of Company, required at any time an Event of Default under Section 8.1(a) or conditioned(f) shall have occurred and then be continuing); provided, further, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount (x) as may be agreed to by Company and Administrative Agent, (y) Agent or as shall constitute the aggregate amount of the Term applicable Class of Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender) with respect to the assignment of Term Loans.