This Agreement will not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that Company may assign this Agreement without such consent of the Supplier if the assignee has a long-term, senior unsecured credit rating equal to or higher than BB- (or the then equivalent) from Standards & Poor’s Rating Service and of Ba3 (or the then equivalent) by the rating service of Moody’s Investors Services, Inc., or an equivalent rating from any other any credit rating agency that has been approved as a Nationally Recognized Statistical Rating Organization by the U.S. Securities and Exchange Commission; provided, further, that any such assignee assumes all obligations and liabilities of Company under this Agreement in writing and Company remains liable for any breach of this Agreement. Notwithstanding the aforementioned, Company may not assign this Agreement until Company’s parent, Seventy Seven Operating LLC, provides a guaranty to Supplier of PPS’s indemnification obligations under the APA and any assignment without such guaranty being executed and delivered to Supplier shall be null and void.