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With the prior written consent of Borrower Agent, which consent of Borrower Agent shall not be unreasonably withheld, delayed or conditioned (provided, that, Borrower Agent shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and shall not be required # if a Default or an Event of Default has occurred and is continuing, or # in connection with an assignment to a Person that is a Lender, or an Affiliate (other than individuals) of a Lender or an Related Fund and with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Related Fund, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, that, no Loan Party, Affiliate of a Loan Party or holder of any Indebtedness (other than the Obligations) of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of (except such minimum amount shall not apply to # an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender or an Related Fund or # a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least ); provided, that, Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until # written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Agent and Agent by such Lender and the Assignee, # such Lender and its Assignee have delivered to Borrower Agent and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with [Section 13.1(b), and (C)])] unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of .

With the prior written consent of Borrower Agent, which(which consent of Borrower Agent shall not be unreasonably withheld, delayed or conditioned (provided, that, Borrower Agent shall be deemed to have consented to# required if # a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and shall not be required # if aPayment Default or an Insolvency Default has occurred and is continuing or # any other Event of Default has occurred and is continuing,has been continuing for a period of at least 30 days, or # in connectionother than with an assignmentrespect to a Person that is a Lender, or an Affiliate (other than individuals) of a Lender or an Related Fund and with the prior written consent of Agent, which consent of Agent shall not beDirect Competitors, unreasonably withheld, delayedconditioned or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Related Fund,delayed), any Lender may assign and delegate to one or more assignees so long as such prospective assignee is(each an Assignee”) that are Eligible Transferee (each, an “Assignee”; provided, that, no Loan Party, Affiliate of a Loan Party or holder of any Indebtedness (other than the Obligations) of a Loan Party shall be permitted to become an Assignee) allTransferees all, or any portionratable part of all, of the Obligations, the CommitmentsRevolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of (except such minimum(or the remaining amount shall not apply to # an assignment or delegation by any Lender to any other Lender, an Affiliate of any LenderLender’s Revolver Commitment or an Related Fund or # a groupamount of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least )Loans, if less); provided, that, Borrowershowever, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until # written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Agent and Agent by such Lender and the Assignee, # such Lender and its Assignee have delivered to Borrower Agent and Agent an Assignment and AcceptanceAcceptance, fully executed and Agent has notified the assigning Lender of its receipt thereof in accordance with [Section 13.1(b),delivered by each party thereto, and (C)])] unless waived by Agent,# the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of . Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the consent of Borrower shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.

WithAny Lender may, with the prior written consent of Borrower Agent, whichAgent (which consent of Borrower Agent shall not be unreasonably withheld, delayed or conditioned (provided, that, Borrower Agent shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof), and shall not be required # if a Default or anwithheld) and, so long as no Event of Default has occurred and is continuing, or # in connection with an assignment to a Person that is a Lender, or an Affiliate (other than individuals) of a Lender or an Related Fund and with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Related Fund, any Lender mayBorrowers, assign and delegate to one or more assignees so long as such prospective assignee isEligible Assignees (provided that no consent of Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee (each, an “Assignee”; provided, that, no Loan Party, Affiliate of a Loan Party or holdersuch Lender and no consent of any Indebtedness (other than the Obligations) of a Loan PartyBorrower shall be permittedrequired in connection with any assignment and delegation by a Lender to becomeanother Lender) (each an Assignee) allAssignee”) all, or any portionratable part of all, of the Obligations,Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents,hereunder, in a minimum amount (unless waived by Agent) of (except(provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount shall not apply to # an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender or an Related Fund or # a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least ); provided, that,however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until # written notice of such assignment, together with payment instructions, addresses,addresses and related information with respect to the Assignee, shall have been given to Borrower AgentBorrowers and Agent by such Lender and the Assignee,Assignee; # such Lender and its Assignee shall have delivered to Borrower AgentBorrowers and Agent an Assignment and Acceptance in the form of [Exhibit B] (“Assignment and Agent has notifiedAcceptance”), together with any Note or Notes subject to such assignment; and # the assigning Lender of its receipt thereof in accordance with [Section 13.1(b), and (C)])] unless waived by Agent, the assigningassignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of .

With the prior written consent of Borrower Agent,may not be unreasonably withheld or delayed, except in the case of an assignment to a Disqualified Institution in which case consent of Borrower Agent shall notmay be unreasonably withheld, delayedprovided or conditioned (provided, that, Borrower Agent shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within five (5) Business Days after having received notice thereof),withheld in Borrower’s sole discretion and which consent, for avoidance of doubt, shall not be required from Borrower at any time while # an Event of Default pursuant to [[Sections 13.1.1, 13.1.2, or 13.1.4]4]4]]4]4] has occurred and is continuing and # any other Event of Default has occurred and is continuing for a period of more than ten consecutive Business Days), but # no such consent of any kind is required for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, and # no assignment may be made to a Loan Party or an Affiliate of a Loan Party. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal to (which minimum will be if the assignment is to an Affiliate of the assigning Lender) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrower and Administrative Agent will be entitled to continue to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of [Exhibit C] (an “Assignment Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a Defaultprocessing fee of . No assignment may be made to any Person if at the time of that assignment Borrower would be obligated to pay any greater amount under [Section 7.6] or [Section 8] to the Assignee than Borrower is then obligated to pay to the assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay any such greater amounts). Any attempted assignment not made in accordance with this [Section 15.6.1] will be treated as the sale of a participation under [Section 15.6.2], except for an assignment to a Disqualified Institution, which assignment to a Disqualified Institution will be null and void (unless such assignment is made during any time while an Event of Default has occurred and is continuing,continuing or # in connection with an assignment to a Person that is a Lender, or an Affiliate (other than individuals) of a Lender or an Related Fund and with the prior written consent of Agent, whichBorrower). Borrower will be deemed to have granted its consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Related Fund, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”; provided, that, no Loan Party, Affiliate of a Loan Party or holder of any Indebtedness (other than the Obligations) of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of (except such minimum amount shall not apply to # an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender or an Related Fund or # a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lenderassignment requiring its consent under this Agreement unless Borrower has expressly objected in writing to the extent that the aggregate amount to be assigned to all such new Lenders is at least ); provided, that, Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until # writtenassignment within five (5) Business Days after notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower Agent and Agent by such Lender and the Assignee, # such Lender and its Assignee have delivered to Borrower Agent and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with [Section 13.1(b), and (C)])] unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of .thereof.

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