Common use of Right to Assign Clause in Contracts

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

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

Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person reasonably acceptable (other than which acceptance shall not be unreasonably withheld or delayed) to the Borrower and its SubsidiariesAdministrative Agent and, a natural Person or, so as long as no Event of Default under Section 9.1(a) or (e) is then continuing, a Disqualified Institutionthe Borrower; provided, that (v) with no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the prior written Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clauses (ii) and (iii) below, (w) any Assignment of Revolving Credit Commitments shall require the consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each the L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)Issuer, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent (which consent shall not be unreasonably withheld or delayed) of the Borrower (to the extent Borrower’s consent as long as no Event of Default is otherwise requiredcontinuing) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may which consent shall not be assigned, unreasonably withheld or delayed) and (z) the Borrower shall exercise commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.;

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

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

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

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

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

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

Right to Assign. Each Lender may sell, transfer, negotiate or shall have the right at any time to assign (a “Sale”) to any Eligible Assignee all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment and its rights and obligations with respect to Loans and Letters or of Credit) to any other Obligations; provided, that (i) any existing Lender (other than a Non-Funding Lender except in the case of assignments made by GSCP or Impacted Lender)Wachovia, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower Administrative Agent and each LC Issuer must give its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (iwithheld), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, except in the case of any Sale an assignment to a Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term Eligible Assignee, or any assignment made at a time when an Event of Default shall have occurred and be continuing, the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Person meeting the criteria of clause (a) of the definition of the term Eligible Assignee or an assignment ofthe entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender shall be subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Notwithstanding the foregoing, in the case of any assignment by any Lender to any Supplemental Loan Participant, the Administrative Agent must give its prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed Supplemental Loan Participant as a condition precedent to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidassignment.”

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Loans owing to it or other Obligations (provided, however, that each assignment shall be of a uniform, and its not varying, percentage of all rights and obligations with under and in respect of any Loan of any Class (it being understood that assignments shall not be required to Loans and Letters be pro rata among Classes of CreditLoans)) to any Person meeting the criteria of clause (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event definition of Default is then continuing, a Disqualified Institution) the term of “Eligible Assignee” with the prior written consent of (which x) Administrative Agent (such consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no or (y) unless an Event of Default is under Section 8.01(a), Section 8.01(f) or Section 8.01(g) hereof shall have occurred and then be continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and not to be unreasonably withheld or delayed) provided that the Borrower Borrowers shall be deemed to have been given consented to an assignment of all or a portion of the Loans unless an objection is delivered they shall have objected thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)thereof; provided, howeverthat each such assignment pursuant to this Section 10.06(c) to a new Lender shall be in an aggregate amount of not less than $250,000 (or, that in each case, such lesser amount as (wx) such Sales do not have may be agreed to be ratable between by Borrowers and Administrative Agent, (y) shall constitute the Revolving aggregate amount of the Loan and of the Term Loan but must be ratable among the obligations owing to and owed by such assigning Lender with respect to the Revolving Class of Loans being assigned or (z) may be the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject assigned by an assigning Lender to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Related Fund of any existing such Lender, is of the assignor’s (together ) with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (respect to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case assignment of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidLoans.

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

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

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

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

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

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

Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or , (iii) any Person that is simultaneously purchasing all or substantially all of such Lender’s loan portfolio, or (iv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent reasonably acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and the L/C Issuer and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) no Lender may sell, transfer, negotiate or assign any rights or obligations hereunder to any Permitted Investor, Parent, the Borrower or any Affiliate or Subsidiary of any of the foregoing, except as permitted by clause (ii) below, (x) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLender, (xy) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, 2,500,000 and (z) the Borrower shall exercise commercially reasonable efforts to respond to a request for consent to an Assignment within ten Business Days after having received notice of such Assignment (provided, that for the avoidance of doubt, failure to respond to such request shall be deemed to be consent). Notwithstanding the foregoing, any such Sales by Defaulting Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

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

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

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

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

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

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

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

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

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

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

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

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Loan Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionperson) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the acceptances Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten seven (107) Business Days after notice of a proposed Sale is delivered to the BorrowerBorrower Representative) (each of Lender, Approved Fund or other Person in the Persons described in prior clauses (i), (ii) and (iii) being called herein ), an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Loan Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection Section 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Commitment or Loans (including participations in L/C Obligations and its rights and obligations with respect Swingline Loans) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of any Loan and any Revolving Commitment to a Revolving LoanLender. Notwithstanding the foregoing, (a) if any Letter of Credit is outstanding, no Lender may Transfer its payment obligations, matured or Revolving Loan Commitmentcontingent, the Revolver Agent and each owing to any LC Issuing Bank under Section 2.3(c)(ii) or with respect to L/C Issuer Advances under Section 2.3(c)(iii) unless (A) such -152- CREDIT AGREEMENT (PATTERN REVOLVER) Transfer is to a Revolving Lender or (B) each LC Issuing Bank has approved such Transfer (such approval not to be unreasonably withheld, conditioned or delayed); provided that is a Lender (which such consent of L/C Issuer and the Borrower each LC Issuing Bank shall be deemed to have been given consented to such Transfer unless an objection is delivered it objects thereto by written notice to the Administrative Agent and the assigning Lender within ten (10) Business Days after having received written notice of thereof; or (b) if a proposed Sale Swingline Loan has been made, no Lender may Transfer its payment obligations, owing to any Swingline Lender under Section 2.2(e) unless (A) such Transfer is delivered to a Revolving Lender or (B) the Borrower) Swingline Lender has approved such Transfer (each of the Persons described in clauses (i)such approval not to be unreasonably withheld, (ii) and (iii) being called herein an “Eligible Assignee”conditioned or delayed); provided, however, provided that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Swingline Lender shall be subject deemed to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales have consented to such Persons, shall not be deemed Transfer unless it objects thereto by written notice to be unreasonable. In no event shall any Administrative Agent and the assigning Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidwithin ten (10) Business Days after having received written notice thereof.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Creditthe Loan) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding that, in each case, is otherwise an Eligible Lender or Impacted Lender) or at the time of such assignment, (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent Eligible Lender acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the BorrowerBorrower or (iv) any Permitted Purchaser in accordance with Section 9.2(g); provided that, andwith respect to all assignments under this Section 9.2 (other than assignments to any Permitted Purchaser, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower assignments shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10governed by Section 9.2(g) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (ibelow), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wA) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but assignments must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loanapplicable Class being assigned, (xB) for each Loan, the aggregate outstanding principal amount (determined as of the effective date Closing Date of the applicable AssignmentAssignment and Acceptance) of the Loans, Loan and Commitments and Letter of Credit Obligations subject to any such Sale assignment shall be in a minimum amount an integral multiple of $1,000,000, unless such Sale assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Term Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yC) interest accrued, prior the consent of the Borrower shall not be required for any assignment by the Lenders party hereto on the Closing Date made in connection with the primary syndication of the Term Facility of their respective Commitments and Loans held on the Closing Date and (D) the Borrower shall be deemed to and through the date of have consented to any such Sale may not be assigned, and (z) such Sales assignment unless it shall object thereto by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject written notice to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidAgent within 5 Business Days after having received notice thereof.

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

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (x) a Non-Funding Lender natural Person, (y) the Borrower, the Permitted Investors or Impacted Lenderany of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender natural Person, (y) the Borrower, the Permitted Investors or Impacted Lenderany of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under any Subordinated Debt or an Affiliate of such holder) or (iii) any other Person (other than the Borrower and its Subsidiaries, (x) a natural Person oror (y) the Borrower, so long as no Event the Permitted Investors or any of Default is then continuingtheir respective Affiliates except, a Disqualified Institutionin each case, pursuant to clause (g) with the prior written consent below) acceptable (which consent acceptance shall not be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Syndication Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer acceptance shall (i) not be unreasonably withheld, conditioned or delayed and the Borrower shall (ii) be deemed to have been given unless an objection is delivered to if the Administrative Agent Borrower has not responded within ten (10) five Business Days after notice of a proposed Sale is delivered to written request for such acceptance); provided that (A) the Borrower) (each written consent of the Persons described in clauses (i), (ii) Borrower shall always be required for assignments to Disqualified Competitors and (iiiB) being called herein an “Eligible Assignee”)the consent of the Borrower shall not be required in connection with the initial syndication of the Term Loans; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Term Loans subject to any such Sale SECOND LIEN CREDIT AGREEMENT WESTWOOD ONE, INC. 91 shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility the Term Loans or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Syndication Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a obligations under the First Lien Credit Party Agreement or any Subordinated Debt or an Affiliate of such a holder, or to holder (including any such holder that is a Person that would be a Non-Funding or Impacted Lender), or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, MIHI LLC shall have the absolute right, without obligation to obtain any Lender Sell any consent of the Loan or Commitment to Borrower Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of MIHI LLC’s Commitments and Term Loans as MIHI LLC deems necessary to enable MIHI LLC and its Affiliates to ensure that they have no attributable stake in the Borrower for purposes of the regulations of the FCC, or any such purported Sale shall be null and voidsuccessor agency thereto, or to otherwise comply with FCC regulations.

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)each, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan Loans and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent; provided, in the case that concurrent assignments by two or more Affiliated Approved Funds or Affiliated Lenders shall be aggregated for purposes of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agentdetermining such minimum amount, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party (except for a Sale to the Borrower in accordance with Section 1.14), an Affiliate of a Credit Party, a holder of other Senior Notes or Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any Loan or Commitment to Borrower consent of the Credit Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and any such purported Sale shall be null Loans to the Borrower as GE Capital deems necessary to enable GE Capital and voidits Affiliates to comply with applicable law.

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

Right to Assign. Each Lender Purchaser may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Note Purchase Commitment and its rights and obligations with respect to Loans and Letters of Creditthe Notes) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Purchaser, (ii) any Affiliate or Approved Fund of any existing Lender Purchaser, (other than a Non-Funding Lender iii) any FRN Holder or Impacted Lender) any Affiliate or Approved Fund of any FRN Holder or (iiiiv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit being agreed that assignments pursuant to this subclause (iv) with the prior written consent shall be acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do the consent of Issuer Representative shall not be required if an Event of Default has occurred and is continuing, and Issuer Representative shall be deemed to have so consented if it shall not have responded (whether affirmatively or negatively) to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by a request for such Lender with respect to the Revolving Loans or the Term Loanconsent within five (5) Business Days after such request is made); provided further, (x) for each Loanhowever, that the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentSale) of the Loans, Commitments and Letter of Credit Obligations Notes subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made in connection with the FRN Participation, to an existing Lender Purchaser or an Affiliate or Approved Fund of any existing LenderPurchaser, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Issuer Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent, (w) such Sales shall be effective only upon the acknowledgement in writing by such assignee that the case representations and warranties set 70 K&E 18182193 forth in Section 9.26(ii) shall be true and correct with respect to such assignee, (x) such Sales shall be effective only upon the acknowledgment in writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, by the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not shall be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Purchasers shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Note Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted LenderNote Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything herein to the contrary, except in connection with the FRN Participation, no event shall Purchaser may assign its rights and obligations hereunder or under any Lender Sell other Note Document unless (x) a ratable portion of such Purchaser’s Floating Rate Note Claims are assigned to the same assignee, any Loan of its Affiliates or Commitment to Borrower Approved Funds in accordance with the Plan Support Agreement, (y) such assignee is a Purchaser, an Affiliate or an Approved Fund of any Subsidiary thereof Purchaser (including assignor) or (z) the Agent and any such purported Sale shall be null and voidSupermajority Purchasers have consented.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default Time is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agentessence hereof, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower this Agreement shall be deemed binding upon the parties hereto and shall extend to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)be binding upon their respective successors and assigns; provided, however, that (w) such Sales do this Agreement shall not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed assigned by such Lender with respect to the Revolving Loans Farmee, its successors or the Term Loanassigns, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject in whole or part to any such Sale shall person, firm or corporation without the prior written consent of Farmor which may be withheld in a minimum amount of $1,000,000Farmor’s sole discretion in each instance. However, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of notwithstanding any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made assignment by Farmee with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentFarmor, the Revolver Agentassignment shall not be or become effective until Farmor shall have been furnished with a duly executed copy thereof. Farmor shall have the right to make the herein specified assignments solely to Farmee, (y) interest accrued, prior to and through the date of any assignees under any such Sale assignment shall look solely to Farmee for any assignment of oil and gas Leasehold rights that may not be assigned, and (z) such Sales due them by Lenders who are Non-Funding Lenders due reason of Farmee’s assignment to clause (a) them of the definition of Non-Funding Lender an interest in this Agreement. Any assignment by Farmee shall be subject to the Administrative Agentterms and conditions of this Agreement, to which the Assignee thereon shall specifically agree to be bound. Farmor will retain in any assignment earned by Farmee hereunder, a lien and security interest in the rights to be assigned to Farmee, to secure payment for the production attributable to Farmor’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v)overriding royalty production. The Administrative Agentlien and security interest to be reserved by Farmor shall attach to the leasehold estate to be assigned to Farmee, and the proceeds of production attributable to said assigned interest at the point at which such production is extracted from the ground. In the event that Farmee’s refusal to accept interest in the Subject Lease becomes part of any proceeding before a Sale to a Credit PartyUnited States Bankruptcy Court, a holder the overriding royalty interest production of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, Farmor shall not be deemed to be unreasonablesecured. In no event shall Farmor’s lien and security interest to be reserved in any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale assignment of the Subject Lease shall be null a first and voidprior lien insofar as all parties acquiring an interest in the Farmee’s interests, whether by assignment, merger, mortgage, operation of law, or otherwise, and such third parties shall be deemed to have taken such interest subject to the lien and security interest of Farmor. The address of Farmor as a Secured Party is set forth under the following paragraph, and the address of Farmee, as Debtor/Obligor, is set forth under the following paragraph.

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

Right to Assign. Each Lender Purchaser may sellSell to any Person such Purchaser’s rights and obligations hereunder, transferincluding its rights and obligations with respect to Purchaser Securities, negotiate without the consent of Issuer or assign any other Person, so long as such Purchaser has not Sold more than 49% of the Notes it held on the Closing Date (a its “SaleMinimum Hold”) all or a portion of ). In addition, any Purchaser may Sell its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters Purchaser Securities) in excess of Credit) its Minimum Hold to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Purchaser, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) Purchaser or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Required Purchasers and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses Issuer; (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) each such Sales do not have to be ratable between the Revolving Loan and the Term Loan but Sale must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, Purchaser and (xii) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Purchaser Securities subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender Purchaser or an Affiliate or Approved Fund of any existing LenderPurchaser, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Purchaser Securities or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) Issuer and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidRequired Purchasers.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its Commitments and its rights the Loans (including for purposes of this Section 11.2(b), participations in L/C Obligations and obligations with respect in Swing Loans) at the time owing to Loans and Letters of Creditit) to (each an “Eligible Assignee”): (i) any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is, to the knowledge of such assigning Lender, a Non-Funding Lender or Impacted Defaulting Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than Lender; provided that no such sale, transfer, negotiation or assignment may be made to any such Person that is a Non-Funding Lender or Impacted natural person or, to the knowledge of such assigning Lender) , a Defaulting Lender, or (iii) any other Person (other than a natural person, the Borrower and or any of its Subsidiaries, a natural Person or, so long Subsidiaries except as no Event of Default is then continuing, a Disqualified Institutionprovided in Section 2.21) with the prior written consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed, except in connection with a proposed assignment to any Disqualified Institution) of (x) the Applicable Administrative Agent, andand (y) in the case of any sale, transfer, negotiation or assignment of Revolving Credit Commitments (and related Obligations) only, (I) the Swingline Lender, (II) each L/C Issuer, and (III) as long as no Event of Default is continuing, the prior written consent of the Borrower; provided, andhowever, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and A) the Borrower shall be deemed to have been given consented to any such sale, transfer, negotiation or assignment unless an objection is delivered it shall object thereto by written notice to the Applicable Administrative Agent within ten (10) 5 Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)thereof, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wB) such Sales sales, transfers, negotiations or assignments do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations Obligations owing to and the obligations owed by such Lender with respect to the Revolving Loans or the Term Loan, a Facility and (xC) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment or other sale, transfer, negotiation or assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale sale, transfer, negotiation or assignment shall be in a minimum amount of $1,000,0001,000,000 in the case of a sale, transfer, negotiation or assignment of Term Loans and $5,000,000 in the case of a sale, transfer, negotiation or assignment of Revolving Loans and Revolving Credit Commitments, unless such Sale sale, transfer, negotiation or assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (and the Applicable Administrative Agent. Assignments shall not be required to be pro rata among the Facilities. Notwithstanding the foregoing or anything to the contrary set forth herein, to the extent any Lender is required to assign any portion of its Commitments, Loans and other rights, duties and obligations hereunder in order to comply with applicable laws, such assignment may be made by such Lender without the consent of the Borrower’s consent is otherwise required, any Administrative Agent, any applicable L/C Issuer, the Swingline Lender or any other party hereto so long as such Lender complies with the requirements of Sections 11.2(b) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vc). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (including under this Agreement, including, without limitation, all or a portion of its Commitments Commitment or Loans (including participations in L/C Obligations and its in Swing Line Loans) or other Obligation owing to it (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any Loan and Letters of Creditany related Commitments) to any Person meeting the criteria of “Eligible Assignee” (isubject to Section 10.6(i)) any existing Lender consented to by each of the Persons specified below (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written each such consent (which consent shall not to be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution): (i) of the Administrative Agent, and, as long as Company; provided that no Event of Default is continuing, the prior written consent of the Borrower, and, Company shall be required (x) in the case of any Sale Lender, for an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund, (y) if an Event of Default pursuant to Section 8.1(a), (f) or (g) has occurred and is continuing or (z) in the case of any Revolving LoanLender, Letter for an assignment of Credit or any Revolving Loan Commitmentand any Revolving Commitment to a Revolving Lender; provided that, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Company shall be deemed to have been given consented to such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), thereof; (ii) Administrative Agent, except with respect to (x) an assignment of any Term Loan and any Term Loan Commitment to a Lender, an Affiliate of a Lender or a Related Fund and (y) an assignment of any Revolving Loan and any Revolving Commitment to a Revolving Lender; (iii) being called herein an “Eligible Assignee”with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment, the Swing Line Lender; and (iv) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Commitment which increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), the Issuing Banks; provided, howeverfurther, that each such assignment pursuant to this Section 10.6(c) shall be in an aggregate amount of not less than (wA) $5,000,000 (or such Sales do not have lesser amount as may be agreed to be ratable between by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Loan Commitments and Revolving Loans of the Term Loan but must be ratable among the obligations owing to and owed by such Lender assigning Lender) with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as assignment of the effective date of the applicable Assignment) of the Loans, Revolving Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a applicable Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.-189- 105376510

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

Right to Assign. (i) Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to to: (iA) any existing Lender (other than a Non-Funding Lender or Impacted Defaulting Lender), ; (iiB) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender natural Person or Impacted a Defaulting Lender) ); or (iiiC) any other Person (other than the Borrower and its Subsidiariesa natural Person, a natural Person or, so long Defaulting Lender or any Borrower or any of any Borrower’s Affiliates or Subsidiaries) who is an “accredited investor” (as no Event defined in Regulation D of Default is then continuing, a Disqualified Institutionthe Securities Act of 1933) with the prior written consent acceptable (which consent acceptances shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(x) of the Administrative Agent, and, (y) as long as no Specified Event of Default is continuing, the prior written consent of the BorrowerBorrower Representative, and, and (z) in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent Lender; provided that the acceptances of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten seven (107) Business Days after notice of a proposed Sale is delivered to the Borrower) L/C Issuer and the Borrower Representative, as applicable. Notwithstanding any provision herein to the contrary: (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w1) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, Loans; (x2) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrowerthe Borrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (y3) interest accrued, other than any interest that is payable-in- kind, prior to and through the date of any such Sale may not be assigned, and ; (z4) such Sales by Lenders who are Non-Funding Defaulting Lenders due to clause (a) of the definition of Non-Funding Defaulting Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Defaulting Lender cures, or causes the cure of, its Non-Funding Defaulting Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.; and

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

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

Right to Assign. Each Lender may or Issuing Bank (in such capacity and in its capacity as a Lender) shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment, Loans and its L/C Obligations owing to it (provided that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan and Letters any related Commitments; and provided further that, no partial assignment of Creditany outstanding Letter of Credit shall be permitted) to a Person who is (iA) any existing Lender an Eligible Assignee and (other than a Non-Funding Lender B) in the case of an Issuing Bank, has the Required Ratings (or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andguarantor, as long as no Event contemplated by the definition of Default is continuing, “Required Ratings,” has the prior written consent of the BorrowerRequired Ratings), and, in the each case, is reasonably satisfactory to Administrative Agent and consented to by each Issuing Bank and Borrower (such consent not to be (x) unreasonably withheld, conditioned or delayed or (y) required (1) from Borrower at any time an Event of Default pursuant to Sections 7.1(a) (Failure To Make Payments When Due), 7.1(f) (Involuntary Bankruptcy; Appointment of Receiver, Etc.) or 7.1(g) (Voluntary Bankruptcy; Appointment of Receiver, Etc.) shall have occurred and then be continuing or (2) in case of any Sale assignment to a then-existing Lender or Issuing Bank or an Affiliate of a Revolving Loan, Letter of Credit such Lender or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer Issuing Bank); provided further that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given consented to any such assignment unless an objection is delivered it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof. Upon a Lender’s or Issuing Bank’s assignment of L/C Obligations, 152 Commitments and outstanding Loans to an additional Lender or Issuing Bank, as applicable, (i) such additional Lender or Issuing Bank shall become vested with all of the rights, powers, privileges and duties of a proposed Sale is delivered to the BorrowerLender or Issuing Bank (as applicable) (each of the Persons described in clauses (i)hereunder, and (ii) and (iii) being called herein if the assignee is an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleIssuing Bank, such Non-Funding Lender curesassignee Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, or causes the cure ofif any, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales assigned to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidIssuing Bank.

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

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

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

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

Right to Assign. Each Lender may shall have the right at any time to sell, transfer, negotiate assign or assign (a “Sale”) transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment (Revolver) or Loans owing to it or other Obligations (provided that pro rata assignments shall not be required and its each assignment shall be of a uniform, and not varying, percentage of all rights and obligations with under and in respect to Loans of any applicable Loan or Loan (Revolver) and Letters of Creditany related Commitments (Revolver)) to any Eligible Assignee upon the receipt of consent of the Administrative Agent (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written each such consent (which consent shall not to be unreasonably withheld or delayed); provided that: (1) each such assignment pursuant to this Section 11.6(c) shall be in an aggregate amount of not less than the lesser of (I) $2,500,000, except in connection with a proposed assignment (II) such lesser amount as agreed to by the Borrower and Administrative Agent or (III) the aggregate amount of the Loans and any Disqualified InstitutionCommitments (Revolver) of the Administrative Agent, and, as long as assigning Lender; and (2) no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit Administrative Agent or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed required for any assignment by such Lender with respect to the Revolving Loans or the Term Loan, Xxxxxxx Xxxxx (x) for each Loanpursuant 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 Xxxxxxx Xxxxx, and (3) except as set forth in (2) above, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (such consent not to the extent Borrower’s consent be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agentcontinuing, (y) interest accruedthe proposed assignee is a Person that, prior to and through at the date time of any such Sale may not be assignedthe assignment, and is a Lender or (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party proposed assignee is Xxxxxxx Xxxxx or an Affiliate of such Xxxxxxx Xxxxx at a holdertime when neither Xxxxxxx Xxxxx nor an Af filiate of Xxxxxxx Xxxxx is a Xxxxxx and neither Xxxxxxx Xxxxx nor an Af f i liate of Xxxxxxx Xxxxx was, or immediately prior to a Person that would ceasing to be a Non-Funding or Impacted LenderLender hereunder, or the imposition of conditions or limitations a Defaulting Xxxxxx. (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.d)

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

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

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and shall have the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i)right, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), to sell, assign or transfer all or a portion of its respective rights and obligations under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it; provided, however, that, notwithstanding the extent foregoing, each Agent and each Lender shall have the right at any time to sell, assign or transfer all or a portion of its respective rights and obligations under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it to any Eligible Assignee without the consent of any other party; provided, further, that, notwithstanding the foregoing, during the continuance of any Regulatory Trigger Event or Event of Default, each Agent and each Lender shall have the right to at any time to sell, assign or transfer all or a portion of its respective rights and obligations under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it without the consent of the Borrower’s consent . Furthermore, in no event may any rights or obligations of any Lender under this Agreement, including, without limitation, all or a portion of its Revolving Loan Commitment or Loans owing to it or other Obligations owing to it, be assigned to or otherwise acquired by (whether by assignment or participation or through a swap or other derivative transaction) any Person which is otherwise required) not a “qualified purchaser” (within the meaning of the Investment Company Act of 1940, and the Administrative Agent and, rules and regulations thereunder). Any assignment or acquisition not in compliance with the case foregoing sentence shall be void ab initio and of any Sale of a Revolving Loan, Letter of Credit no force or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assignedeffect, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed effective to be unreasonable. In no event shall transfer any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidinterest whatsoever herein.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to any of the following Persons (each an “Eligible Assignee”) (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than acceptable to the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent Administrative Agent (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptance shall not be deemed unreasonably withheld or delayed but which may be withheld pursuant to have been given unless an objection is delivered to the Administrative Agent within ten clause (10z) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”below); provided, however, that (wx) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Borrower’s consent shall be required (and may be withheld in the Borrower’s discretion notwithstanding the foregoing but subject to the Administrative Agent’s prior written consent in all instances, unless in connection following) with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal respect to accept a Sale an assignment to a Credit Party, Person whose principal business is the distribution of roofing products (a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, “Competitor”) or to a Person that would be owns a Non-Funding or Impacted Lender, or majority of the imposition equity securities of conditions or limitations (including limitations on voting) upon Sales to such Persons, a Competitor; provided the Borrower’s consent shall not be deemed unreasonably withheld or delayed in connection with an assignment by GE Capital to be unreasonable. In no event shall any Lender Sell any Loan a Competitor or Commitment to Borrower a Person that owns a majority of the equity securities of a Competitor, prior to the earlier of 90 days following the Closing Date or any Subsidiary thereof and any such purported Sale shall be null and voidcompletion of the primary syndication.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionCredit Party or an Affiliate thereof) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, Borrower Representative and, in the case with respect to Sales of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentCommitments, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have assignment shall be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Loans to be ratable between the Revolving Loan assigned to it for its own account, for investment purposes and the Term Loan but must be ratable among the obligations owing to and owed by such Lender not with respect a view to the Revolving Loans or the Term Loandistribution thereof, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentAssignment Agreement) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 9.10(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution(A) of the Administrative Agent, and(B) with respect to Sales of Revolving LoanLC Facility Commitments, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a aLC Facility Lender and (C) as long as no Default or Event of Default is continuing, after the completion of the primary syndication of the Loans and Commitments, the Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (wu) in no event shall any Sale be made to (1) a Credit Party or any Subsidiary or Affiliate of a Credit Party or, (2) competitors of the Borrower identified in writing to the Agent prior to the date hereof andor (3) any Person identified to the Lenders, and approved by, the AgentRequired Lenders, prior to the date hereofEffective Date, (v) such Sales do not have to be ratable between the Revolving Loan LoanLoans, Letter of Credit Obligations, Term Out Revolving Loans and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans, Letter of Credit Obligations, Term Out Revolving Loans or the Term Loan, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0005,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative acknowledgement in writing of such Sale by Agent and, in by Agent’s execution and delivery of the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agentrelevant Assignment, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

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

Right to Assign. Each Lender may OWNER shall have the right to sell, transfer, negotiate --------------- transfer or assign its interest in and to the Property or Project in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et seq., or Riverside County Ordinance No. 460) to any person, partnership, joint venture, firm, corporation, trust, limited liability company, public agency, quasi-public agency, governmental authority or any other person or entity at any time during the term of this Agreement. Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify COUNTY, in writing, of such sale, transfer or assignment and shall provide COUNTY with an executed agreement, in a “Sale”) form reasonably acceptable to COUNTY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all or a portion of its rights the duties and obligations hereunder (including all or a portion of its Commitments OWNER under this Agreement; provided, however, and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)notwithstanding the foregoing, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent MRC shall not be unreasonably withheld sell, transfer or delayed, except assign its leasehold interest in connection with a proposed assignment and to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, Landfill without the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (COUNTY which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed unreasonably delayed, conditioned or withheld. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement hereinabove, the burdens of this Agreement shall be unreasonablebinding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. In no event The provisions of this Subsection are not intended to affect, and shall any Lender Sell any Loan or Commitment not affect, OWNER's right to Borrower encumber the Property or any Subsidiary thereof and any such purported Sale shall be null and voidinterest therein pursuant to Section 10 below.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of CreditLoans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiariesa Competitor or, except as provided in clause (g) below, a natural Person or, so long as no Event Credit Party or an Affiliate of Default is then continuing, a Disqualified InstitutionCredit Party) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each it being understood that Barclays may sell a portion of its Commitments to other entities for which Barclays and its Affiliates have agreed to service and manage those Commitments without any such acceptance from Administrative Agent or the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (yx) interest accrued, prior to and through such Sales shall be effective only upon the date acknowledgement in writing of any such Sale may not be assigned, by Administrative Agent and (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s and the Borrower’s prior written consent in all instances, unless in connection with instances (such sale, such Non-Funding Lender cures, consent by the Borrower not to be unreasonably withheld or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vdelayed). The Administrative AgentIn no event shall any Sale of all or a portion of any Lender’s refusal rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to accept a Sale Loans) to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would Credit Party be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidpermitted.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) shall have the right at any time to Transfer all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Revolving Commitment or Loans (including participations in L/C Obligations and its rights and obligations with respect Swingline Loans) or other Obligations owing to Loans and Letters it, to any Person meeting the criteria of Credit“Eligible Assignee” (subject to Section 10.6(g)) consented to by Borrowers (inot to be unreasonably withheld, conditioned or delayed); provided that no consent of Borrowers shall be required (x) any existing Lender (other than in the case of a Non-Funding Lender or Impacted Transfer to an Affiliate of a Lender), (iiy) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no if an Event of Default has occurred and is then continuing, a Disqualified Institutioncontinuing or (z) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale Lender, for a Transfer of any Loan and any Revolving Commitment to a Revolving LoanLender. Notwithstanding the foregoing, (a) if any Letter of Credit is outstanding, no Lender may Transfer its payment obligations, matured or Revolving Loan Commitmentcontingent, the Revolver Agent and each owing to any LC Issuing Bank under Section 2.3(c)(ii) or with respect to L/C Issuer Advances under Section 2.3(c)(iii) unless (A) such Transfer is to a Revolving Lender or (B) each LC Issuing Bank has approved such Transfer (such approval not to be unreasonably withheld, conditioned or delayed, provided that is a Lender (which the failure to give such consent approval shall be deemed to be not unreasonable so long as the Borrowers have not provided security in respect of the then outstanding L/C Issuer and Obligations pursuant to the Borrower last paragraph of Section 8.1); provided that each LC Issuing Bank shall be deemed to have been given consented to such Transfer unless an objection is delivered it objects thereto by written notice to the Administrative Agent and the assigning Lender within ten (10) Business Days after having received written notice of thereof; or (b) if a proposed Sale Swingline Loan has been made, no Lender may Transfer its payment obligations, owing to any Swingline Lender under Section 2.2(e) unless (A) such Transfer is delivered to a Revolving Lender or (B) the Borrower) Swingline Lender has approved such Transfer (each of the Persons described in clauses (i)such approval not to be unreasonably withheld, (ii) and (iii) being called herein an “Eligible Assignee”conditioned or delayed); provided, however, provided that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Swingline Lender shall be subject deemed to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales have consented to such Persons, shall not be deemed Transfer unless it objects thereto by written notice to be unreasonable. In no event shall any Administrative Agent and the assigning Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidwithin ten (10) Business Days after having received written notice thereof.

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) 23. any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) 24. any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) 25. any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term LoanLoans, (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of “Non-Funding Lender Lender” shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of a Credit Party Subordinated Debt or an Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the Winnebago Credit Agreement 41858764 imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Allocation and its rights and obligations with respect to Loans and Letters of Creditany Loan pursuant to any Loan Document) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified InstitutionPerson) with the prior written consent (approved in writing by Agent and Dealers, which consent Dealer approval shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered if no Dealer provides a response to the Administrative Agent a request for approval within ten (10) Business Days after notice of a proposed Sale such request is delivered to the Borrower) sent (each of the Persons described in clauses (i), (ii) provided that no Dealer approval shall be required if any Default has occurred and (iii) being called herein an “Eligible Assignee”is continuing); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each LoanLoan pursuant to this Agreement or any Loan Document, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignmentassignment) of the Loans, Commitments and Letter of Credit Obligations Allocation subject to any such Sale shall be in a minimum amount of fifteen million dollars ($1,000,00015,000,000.00), unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved FundsAffiliates) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. “Disqualified Person” means any business competitor of any Dealer that is in the same or similar line of business as any Dealer (other than the business of providing financial services) and such competitor has been identified as such in a writing by any Dealer delivered to Agent. In addition, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject notwithstanding anything to the Administrative Agent’s prior written consent contrary contained in this Section 20, any Lender may disclose on a confidential basis any non-public information relating to its Loans to any prospective assignee, SPV or rating agency rating the obligations of such Lender. Notwithstanding the foregoing, CDF, as Agent and/or a Lender, has the right to complete a Sale of all instances, unless or any portion of its interest in the Loan and Loan Documents to any Person in connection with such sale, such Non-Funding Lender cures, a sale or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agentother transfer of all or a material portion of CDF’s refusal to accept a Sale business to a Credit Partythird party, a holder without the consent of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower Dealer or any Subsidiary thereof and any such purported Sale shall be null and voidLender.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Revolving Credit 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 (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender which is under common control with such Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent acceptable(which acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, Agent and, in the case absence of any Sale an Event of a Revolving Loan, Letter of Credit or Revolving Loan CommitmentDefault, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (xy) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Revolving Credit Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any an existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Lenders shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.2(c)(iv). The No sale shall be made to a Loan Party or an Affiliate of a Loan Party, and the Administrative Agent’s refusal to accept a Sale to a Credit Loan Party, an Affiliate of a Loan Party, a holder of other Indebtedness of a Credit Party the Subordinated Note or an any Permitted Junior Capital or any Affiliate of such a holder, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.109

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed) to Agent and, except in connection with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a proposed assignment to any Disqualified Institution) of the Administrative Agent, Lender and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower Representative (which such consent of L/C Issuer and the Borrower acceptances shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”Borrower Representative); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,00020,000,000, unless an Event of Default has occurred and is continuing or such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and Agent, (x) such Sales shall be effective only upon the Administrative Agent and, acknowledgement in the case writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver by Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such saleSale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holderCredit Party, or to a any Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

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

Right to Assign. Each Lender may sellLessee shall have the right to assign or pledge all of its right, transfer, negotiate or assign title and interest under this Lease as collateral to Lessee’s lender (a “SaleLender”) for construction and/or permanent financing for improvements to the Property. In the event of default under the terms of any construction or permanent financing obtained by Lessee for the improvements, Lessee’s Lender or any and all assignees of Lender throughout the term of this Lease shall have the right to assign or a portion of its rights and obligations hereunder (including all assume this Lease without restriction. Lessee shall not amend, supplement, cancel or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender terminate (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund by reasons of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than Lessee’s default following the Borrower and its Subsidiaries, a natural Person or, so long as no Event expiration of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, andall cure periods, as long as no Event of Default is continuing, described below) this Lease without the prior written consent of the BorrowerLender. Except as provided above, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall this Lease may not be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with assigned without the prior written consent of Lessor. In the Borrower event of a default under the terms of this Lease, Lender and its assignees shall receive notice of such a default and shall be provided a thirty (30) day cure period (which shall be extended to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, a reasonable period in the case of defaults which are not susceptible of cure within such thirty (30) day period) in addition to any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accruedcure periods provided to Lessee under this Lease, prior to and through the date termination of any such Sale may not be assignedthis Lease, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of a default by Lessee. Lender and/or its assignees shall have the definition of Non-Funding right, but not the duty, to reinstate this Lease, following a termination resulting from Lessee’s default, upon curing any monetary and other defaults which are susceptible to cure within a reasonable period. In the event Lender becomes the lessee under this Lease, Lender’s liability shall be subject limited to its interest in this Lease. All rights and liabilities herein set forth are imposed upon the Administrative Agent’s prior written consent in all instancesrespective parties hereto and shall extend to and bind the parties, unless in connection with such saletheir heirs, such Non-Funding Lender curesexecutors, or causes the cure ofadministrators, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof successors and any such purported Sale shall be null and voidassigns.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Term Loan Commitments and its rights and obligations with respect to Loans and Letters of CreditTerm Loans) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than subject to the Borrower and its Subsidiaries, a natural Person or, so long as no Event last sentence of Default is then continuing, a Disqualified Institutionthis Section 9.9(b)) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent Borrower Representative (which acceptance of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten five (105) Business Days after written notice of a proposed Sale sale is delivered to the Borrower) (each of the Persons described in clauses (i)Borrower Representative, (ii) and (iii) being called herein an “Eligible Assignee”as applicable); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Term Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Term Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,0002,500,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by Agent, and (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned. Unless consented to by the Agent and the Required Lenders, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding no Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept may consummate a Sale of all or a portion of its rights and obligations hereunder to a Credit Party, an Affiliate of a Credit Party, a holder of other Indebtedness of Subordinated Debt or a Credit Party or an known Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so So long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default has occurred and is continuing, Tenant may, at Tenant’s sole cost and expense, following written notice to Landlord and satisfaction of all conditions to and restrictions on assignment contained herein and in the prior written consent Loan Documents, including Section 1.8 of the BorrowerMortgage, andassign Tenant’s entire interest in this Lease for a period that does not extend beyond the Lease Term, to any Person. Any assignee shall assume in writing any obligations of Tenant arising from and after the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each effective date of the Persons described in clauses (i)assignment, (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that no such assignment shall become effective until (wi) a fully executed copy of an assignment and assumption agreement, in form and substance reasonably acceptable to Landlord, Lender and Tenant, as assignor (in such Sales do not capacity, “Assignor”) shall have been delivered to be ratable between the Revolving Loan Landlord and the Term Loan Lender and (ii) Assignor and such assignee shall have executed such instruments and other documents (in the case of Assignor, including but must be ratable among not limited to an unconditional guarantee of all of the assignee’s obligations owing under this Lease satisfactory to Lender and owed by Landlord in form and content) and provided such further assurances as the Lender with respect shall reasonably request to ensure that such assignment is subject to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Loan Documents (to the extent Borrower’s consent is otherwise requiredsuch documents affect this Lease) and this Lease and is enforceable and to ensure the Administrative Agent andcontinuing primary liability of Assignor. Notwithstanding any such assignment, Assignor shall not be released from its primary liability hereunder and shall continue to be obligated for all obligations of “Tenant” in the case of any Sale this Lease, which obligations shall continue in full effect as obligations of a Revolving Loanprincipal and not of a guarantor or surety (except as provided in any guaranty executed by Assignor at Lender’s or Landlord’s request) as though no assignment had been made, Letter such liability of Credit Assignor to continue notwithstanding any subsequent modifications or Revolving Loan Commitmentamendments of this Lease as may be agreed upon by Landlord and an assignee, provided, however that (other than with respect to any modifications required by Applicable Law or on account of bankruptcy or insolvency) if any modification or amendment is made without the Revolver Agentconsent of Assignor, (y) interest accrued, prior such modification or amendment shall be ineffective as against Assignor to and through the date of any such Sale may not be assignedextent, and only to the extent, that the same increases the rent or other charges payable by Assignor or materially increases the other obligations of Assignor, it being expressly agreed that (z) even if such Sales modification or amendment increases the likelihood of a default by Lenders who are Non-Funding Lenders due the assignee under this Lease), Assignor shall remain liable to clause the full extent of this Lease as if such modification or amendment had not been made. Subsequent to any assignment (a) Landlord will send to Assignor, at the same time sent to the assignee, a duplicate copy of each notice of default sent by Landlord to the assignee and (b) Landlord will accept from Assignor the cure of any default by Assignor or the assignee under this Lease within the same cure period (if any) provided for Tenant to cure hereunder. Assignor’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee of this Lease pursuant to Section 365 of the definition Bankruptcy Code, any other provision of Non-Funding Lender the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Assignor assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be subject to the Administrative Agent’s prior written consent in all instancesreinstituted as between Landlord and Assignor without further act of either party, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, provided Landlord shall not be deemed obligated to be unreasonable. In no event shall deliver to Assignor possession of the Premises free of any Lender Sell any Loan tenancy created or Commitment to Borrower caused by Assignor or any Subsidiary entity holding by or through Assignor. Assignor shall provide written notice to Landlord and the Lender of any proposed assignment of this Lease at least thirty (30) days prior to the effective date thereof and any an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Assignor the obligations of Tenant hereunder, and Assignor performs such purported Sale obligations, then Assignor shall be null and voidsubrogated to the rights of Landlord as against such assignee in respect of such performance.

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

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

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

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Lender, (which such consent acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan A but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans Loan or the a Term LoanLoan A, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 9.9(d)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

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

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

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

Right to Assign. Each Lender may sell, transfer, negotiate or shall have the right at any time to assign (a “Sale”) to any Eligible Assignee all or a portion of its rights and obligations hereunder (under this Agreement, including all or a portion of its Commitments Commitment and its rights and obligations with respect to Loans and Letters or of Credit) to any other Obligations; provided, that (i) any existing Lender (other than a Non-Funding Lender except in the case of assignments made by GSCP or Impacted Lender)Wachovia, (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower Administrative Agent and each LC Issuer must give its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (iwithheld), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, except in the case of any Sale an assignment to a Person meeting the criteria of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding the term Eligible Assignee, or any assignment made at a time when an Event of Default shall have occurred and be continuing, the Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Person meeting the criteria of clause (a) of the definition of the term Eligible Assignee or an assignment ofthe entire remaining amount of the assigning Xxxxxx’s Commitment, the amount of the Commitment of the assigning Lender shall be subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Notwithstanding the foregoing, in the case of any assignment by any Lender to any Supplemental Loan Participant, the Administrative Agent must give its prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed Supplemental Loan Participant as a condition precedent to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidassignment.”

Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Default or Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Designated Borrower (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Term Agent in writing within ten five (105) Business Days after a notice of a proposed Sale is delivered to the Designated Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, (i) a Borrower or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept an Affiliate of a Sale to a Credit Party, Borrower or (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), ; (ii) any Affiliate or Approved Fund of any existing Lender (other than a natural Person or a Non-Funding Lender or Impacted Lender); (iii) to any Person in connection with the sale by any Lender of all or any substantial portion of such Lender’s corporate finance or healthcare capital portfolio or (iiiiv) any other Person (other than the Borrower and its Subsidiariesa natural Person, a natural Person or, so long as no Event Non-Funding Lender or any Borrower or any of Default is then continuing, a Disqualified Institutionany Borrower’s Affiliates or Subsidiaries) with the prior written consent acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Specified Event of Default is continuing, the prior written consent of the BorrowerBorrower Representative, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent acceptances of L/C Issuer and the Borrower Representative shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) L/C Issuer and Borrower Representative, as applicable (each any Person meeting one of the Persons described requirements set forth in clauses (i), (ii) and ), (iii) being called herein or (iv) above, an “Eligible Assignee”); provided, however, that (wv) such Sales do not have to be ratable between the Revolving Loan and the Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the a Term Loan, ; (xw) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Representative (to the extent BorrowerBorrower Representative’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, ; (yx) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned, and ; (zy) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.11(e)(v); and (z) assignments and participations to Disqualified Institutions shall be subject to the terms and conditions in Section 10.9(g). The Administrative Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, Holder or to a Person that would be a Non-Funding Lender or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall Any purported assignment or transfer by a Lender of its rights or obligations under this Agreement and the other Loan Documents to any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale Person that does not comply with the terms hereof shall be null treated for purposes of this Agreement as a sale by such Lender of a participation of such rights and voidobligations in accordance with Section 10.9(f) (subject to Section 10.9(g) in the case of a purported transfer to a Disqualified Institution), provided that such treatment shall not relieve any assigning Lender from any Liabilities arising as a consequence of its breach of this Agreement.

Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than (w) a Non-Funding Lender or Impacted Lender, (x) a natural Person, (y) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below and (z) a holder of obligations under the Second Lien Credit Agreement or any Subordinated Debt or an Affiliate of such a holder), (ii) any Affiliate or Approved Fund of any existing Lender (other than (x) a Non-Funding Lender or Impacted Lender, (y) a natural Person and (z) the Borrower, the Permitted Investors or any of their respective Affiliates except, in each case, in accordance with clause (g) below) or (iii) any other Person (other than the Borrower and its Subsidiaries, (x) a natural Person orand (y) the Borrower, so long as no Event the Permitted Investors or any of Default is then continuingtheir respective Affiliates except, a Disqualified Institutionin each case, pursuant to clause (g) with the prior written consent below) acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, Agent and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender Borrower (which such consent of L/C Issuer and the Borrower acceptance shall be deemed to have been given unless an objection is delivered to if the Administrative Agent Borrower has not responded within ten (10) five Business Days after notice of a proposed Sale is delivered to written request for such acceptance); provided that the Borrower) (each written consent of the Persons described in clauses (i)Borrower shall always be required for assignments to Disqualified Competitors and, (ii) with respect to Sales of Revolving Credit Commitments, each L/C Issuer and (iii) being called herein an “Eligible Assignee”)Swingline Lender that is a Lender; provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan Facilities but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loana Facility, (x) for each LoanFacility, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit L/C Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its CREDIT AGREEMENT WESTWOOD ONE, INC. 119 Affiliates and Approved Funds) entire interest in such facility Facility or is made with the prior written consent of the Borrower (to the extent the Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vSection 2.2(c)(v) and (z) any assignments of loans and commitments under the Facilities entered into to complete a Successful Syndication shall not be subject to the consent, minimum amounts and fee provisions set forth in this Section 11.2 (except for the Borrower’s right to consent to assignments to Disqualified Competitors). The Administrative Agent’s refusal to accept a Sale to a Credit Party, a holder of other Indebtedness of a obligations under the Second Lien Credit Party Agreement or any Subordinated Debt or an Affiliate of such a holderholder (including any such holder that is a Lender), or to a Person that would be (or could reasonably be expected to become) a Non-Funding Lender or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any Lender Sell any consent of the Loan or Commitment to Borrower Parties or any Subsidiary thereof Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and Loans as GE Capital deems necessary to enable GE Capital and its Affiliates to ensure that they have no attributable stake in the Borrower for purposes of the regulations of the FCC, or any such purported Sale shall be null and voidsuccessor agency thereto, or to otherwise comply with FCC regulations.

Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Delayed Draw Term Loan Commitment and its rights and obligations with respect the Term Loan owing to Loans and Letters of Creditit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Term Lender), (ii) any Affiliate or Approved Fund of any existing Term Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, that is not a natural Person orPerson) acceptable to the Term Agent and, so long as no Event of Default has occurred and is then continuing, a Disqualified Institution) with the prior written consent Designated Borrower (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Term Agent in writing within ten five (105) Business Days after a notice of a proposed Sale is delivered to the Designated Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or the Term Loan, (x) for each Loan, the aggregate commitment and/or outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter portion of Credit Obligations the Delayed Draw Term Loan Commitment and/or Term Loan subject to any such Sale shall be in a minimum amount of $1,000,0001,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and the Administrative Agent and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest accrued, and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender no Sale shall be subject made to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, (i) a Borrower or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept an Affiliate of a Sale to a Credit Party, Borrower or (ii) a holder of other Subordinated Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and void.

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

Right to Assign. Each Lender may sellCommitment, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institution) with the prior written consent (which consent shall not be unreasonably withheld or delayed, except in connection with a proposed assignment to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitmentparticipation therein, other Obligation or rights under this Agreement may in whole or in part (i) be assigned, in any amount to another Lender, or to an Affiliate of the Revolver Agent and each L/C Issuer that is assigning Lender or another Lender, or may be pledged by a Lender in support of its obligations to such pledgee (without releasing the pledging Lender from any of its obligations hereunder) or (ii) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount (A) if contemporaneous assignments approved by Administrative Agent in its sole discretion aggregating not less than $1,000,000 are being made by one or more Eligible Assignees which such consent are Affiliates or (B) as shall constitute the aggregate amount of L/C Issuer the Commitments, Loans, Letters of Credit and participations therein, and other obligations of the assigning Lender) to any Eligible Assignee, in each case, with the giving of notice to the Borrower and the Borrower Administrative Agent; provided that (x) the assignee shall be deemed represent that it has the financial resources to have been given unless an objection fulfill its commitments hereunder and such assignment is delivered consented to by the Administrative Agent within ten (10) Business Days after notice not to be unreasonably withheld or delayed), and, at any time other than when a Specified Event of a proposed Sale Default has occurred and is delivered continuing, such assignee shall be acceptable to the Borrower) Borrower (each such consent not to be unreasonably withheld or delayed). To the extent of the Persons described any such assignment in clauses accordance with clause (i), ) or (ii) and (iii) being called herein an “Eligible Assignee”); providedabove, however, that (w) such Sales do not have to the assigning Lender shall be ratable between the Revolving Loan and the Term Loan but must be ratable among the relieved of its obligations owing to and owed by such Lender with respect to the Revolving Loans its Commitments, Loans, Letters of Credit or participations therein, other Obligations or rights under this Agreement, or the Term Loanportion thereof so assigned. The assignor or assignee to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 in respect of assignments (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any it being understood only one such Sale fee shall be payable in the case of concurrent assignments by a minimum amount of $1,000,000Lender to one or more Affiliates), unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lenderprovided, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower (to the extent Borrower’s consent is otherwise required) and further, that the Administrative Agent andmay, in its sole discretion, elect to waive such processing and recordation fee in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent, (y) interest accrued, prior to and through the date of any such Sale may not be assignedassignment, and (z) in each case such Sales by Lenders who are Non-Funding Lenders due forms, certificates or other evidence, if any, with respect to clause (a) of tax withholding matters as the definition of Non-Funding Lender shall assignee under such Assignment Agreement may be subject required to deliver to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(vAgent pursuant to Section 2.16(g). The Upon the request of any Lender, the Administrative Agent’s refusal to accept Agent may and the Borrower will make the list of Disqualified Lenders (other than any Disqualified Lender that is a Sale to a Credit Party, a holder of other Indebtedness of a Credit Party or an readily identifiable Affiliate of another Disqualified Lender on the basis of such a holder, or to a Person that would be a Non-Funding or Impacted Lender, or the imposition of conditions or limitations (including limitations on votingPerson’s name) upon Sales available to such PersonsLender and such Lender may provide the list to any potential assignee for the purpose of verifying whether such Person is a Disqualified Xxxxxx, shall not be deemed in each case so long as such Lender and such potential assignee agree to be unreasonable. In no event shall any Lender Sell any Loan or Commitment to Borrower or any Subsidiary thereof and any such purported Sale shall be null and voidkeep the list of Disqualified Lenders confidential in accordance with the terms hereof.

Right to Assign. Each Lender Purchaser may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments Note Purchase Commitment and its rights and obligations with respect to Loans and Letters of Creditthe Notes) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender)Purchaser, (ii) any Affiliate or Approved Fund of any existing Lender Purchaser, (other than a Non-Funding Lender iii) any FRN Holder or Impacted Lenderany Affiliate or Approved Fund (as defined in clause (I) of the definition thereof) of any FRN Holder or (iiiiv) any other Person (other than the Borrower and its Subsidiaries, a natural Person or, so long as no Event of Default is then continuing, a Disqualified Institutionit being agreed that assignments pursuant to this subclause (iv) with the prior written consent shall be acceptable (which consent acceptance shall not be unreasonably withheld or delayed, except in connection with a proposed assignment ) to any Disqualified Institution) of the Administrative Agent, and, as long as no Event of Default is continuing, the prior written consent of the Borrower, and, in the case of any Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, the Revolver Agent and each L/C Issuer that is a Lender (which such consent of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to the Administrative Agent within ten (10) Business Days after notice of a proposed Sale is delivered to the Borrower) (each of the Persons described in clauses (i), (ii) and (iii) being called herein an “Eligible Assignee”)Representative; provided, however, that (w) such Sales do the consent of Issuer Representative shall not be required if an Event of Default has occurred and is continuing, and Issuer Representative shall be deemed to have so consented if it shall not have responded (whether affirmatively or negatively) to be ratable between the Revolving Loan and the Term Loan but must be ratable among the obligations owing to and owed by a request for such Lender with respect to the Revolving Loans or the Term Loanconsent within five (5) Business Days after such request is made); provided further, (x) for each Loanhowever, that the aggregate outstanding principal amount (determined as of the effective date of the applicable AssignmentSale) of the Loans, Commitments and Letter of Credit Obligations Notes subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made in connection with the FRN Participation, to an existing Lender Purchaser or an Affiliate or Approved Fund of any existing LenderPurchaser, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior written consent of the Borrower Issuer Representative (to the extent Borrower’s consent is otherwise required) and the Administrative Agent andAgent, (w) such Sales shall be effective only upon the acknowledgement in writing by such assignee that the case representations and warranties set forth in Section 9.26(ii) shall be true and correct with respect to such assignee, (x) such Sales shall be effective only upon the acknowledgment in writing of any such Sale of a Revolving Loan, Letter of Credit or Revolving Loan Commitment, by the Revolver Agent, (y) interest accrued, accrued prior to and through the date of any such Sale may not shall be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender Purchasers shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). The Administrative Agent’s refusal to accept a Sale to a Credit Note Party, a holder of other Indebtedness of a Credit Party or an Affiliate of such a holder, or to a Person that would be a Non-Funding or Impacted LenderNote Party, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. In Notwithstanding anything herein to the contrary, except in connection with the FRN Participation, no event shall Purchaser may assign its rights and obligations hereunder or under any Lender Sell other Note Document unless (x) a ratable portion of such Purchaser’s Floating Rate Note Claims are assigned to the same assignee, any Loan of its Affiliates or Commitment Approved Funds (other than to Borrower any Person described in clause (II) of the definition of “Approved Fund”) in accordance with the Plan Support Agreement, (y) such assignee is a Purchaser, an Affiliate or an Approved Fund of any Subsidiary thereof Purchaser (including assignor) or (z) the Agent and any such purported Sale shall be null and voidSupermajority Purchasers have consented.