This Commitment Letter and the commitments and undertakings hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto, and any attempted assignment without such consent shall be void and of no effect; provided , however , each Commitment Party may assign its commitment and other rights and obligations hereunder, in whole or in part, (a) to any of its affiliates (including, for the avoidance of doubt, assignments between GS Bank and GSLP), (b) as provided in Section 2 hereof, to any Additional Arranger or its affiliates and (c) subject to Section 2 and 3 hereof, in connection with the syndication of the Facilities or the arrangement of the Existing Credit Facility Amendment; provided that, other than as contemplated by Sections 2 and 3 hereof and except for assignments between GS Bank and GSLP or assignments to Permitted Lenders, such Commitment Party shall not be released from the portion of its commitment hereunder so assigned to the extent such assignee fails to fund the portion of the commitment assigned to it on the Closing Date notwithstanding the satisfaction of the conditions to such funding set forth herein. Any assignment in violation of the foregoing shall be null and void. This Commitment Letter is intended to be solely for the benefit of the parties hereto and the Indemnified Persons and is not intended to confer any benefits upon, or create any rights in favor of or be enforceable by, any person other than the parties hereto and the Indemnified Persons, except that the Commitment Parties may perform the duties and activities described hereunder through any of their respective affiliates or branches and the provisions of Section 9 shall apply with equal force and effect to any of such affiliates or branches so performing any such duties or activities.