Common use of THE MASTER ASSIGNMENT AGREEMENTS Clause in Contracts

THE MASTER ASSIGNMENT AGREEMENTS. 3.1 Pursuant to the Master Assignment entered into or deemed entered into by each Non-Continuing Lender in accordance with Section II, each Non-Continuing Lender shall sell and assign the principal amount of its Existing AUD Term A Loans or Existing Revolving Credit Loans and Existing Revolving Credit Commitments as set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Third Restatement Date, to Bank of America, N.A., as assignee (in such capacity, the “Replacement Lender”) under such Master Assignment. Each Lender’s signature page to its Revolving Credit Lender Consent or AUD Term A Lender Consent, respectively, shall be deemed to be its signature page to the applicable Master Assignment. 3.2 At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of which shall be applicable as to one or more Non-Continuing Lenders, and, to the extent the Administrative Agent so deems advisable for administrative purposes in consummating the intended allocations and assignments to be made pursuant to Section 3.1, the Administrative Agent may modify and update the headings of, and the information in, the columns in Schedule I to, and may complete and update the information required by, one or more of the Master Assignments. 3.3 After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term A Loans”, “Revolving Credit Loans” and “ Revolving Credit Commitments” shall be as determined by the Administrative Agent and set forth in the Third Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts shall be conclusive evidence thereof absent manifest error. For the avoidance of doubt, the provisions of Article IX and Section 11.04 of the Third Amended and Restated Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto. US-DOCS\70473267.13

THE MASTER ASSIGNMENT AGREEMENTS. 3.1 Pursuant to the Master Assignment entered into or deemed entered into by each Non-Continuing Lender in accordance with Section II, each Non-Continuing Lender shall sell and assign the principal amount of its Existing AUD Term A Loans or Existing Revolving Credit Loans and Existing Revolving Credit Commitments as set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Third Second Restatement Date, to Bank of America, N.A., as assignee (in such capacity, the “Replacement Lender”) under such Master Assignment. Each Lender’s signature page to its Revolving Credit Lender Consent or AUD Term A Lender ConsentConsent hereto, respectively, shall be deemed to be its signature page to the applicable Master Assignment. 3.2 At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of which shall be applicable as to one or more Non-Continuing Lenders, and, to the extent the Administrative Agent so deems advisable for administrative purposes in consummating the intended allocations and assignments to be made pursuant to Section 3.1, the Administrative Agent may modify and update the headings of, and the information in, the columns in Schedule I to, and may complete and update the information required by, one or more of the Master Assignments. 3.3 After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term A Loans”, “Revolving Credit Loans” and “ Revolving Credit Commitments” shall be as determined by the Administrative Agent and set forth in the Third Second Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts shall be conclusive evidence thereof absent manifest error. For the avoidance of doubt, the provisions of Article IX and Section 11.04 of the Third Second Amended and Restated Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto. US-DOCS\70473267.13.

THE MASTER ASSIGNMENT AGREEMENTS. 3.1 Pursuant to the Master Assignment entered into or deemed entered into by each Non-Continuing Lender in accordance with Section II, each Non-Continuing Lender shall sell and assign the principal amount of of, as the case may be, its Existing AUD Euro Term A Loans or Existing Revolving Credit Loans and Existing Revolving Credit Commitments as set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Third Restatement Seventh Amendment Closing Date, to Bank of America, N.A., as assignee (in such capacity, the “Replacement Lender”) under such Master Assignment. Each Lender’s signature page to its Revolving Credit Lender Consent or AUD Term A Lender Consent, respectively, shall be deemed to be its signature page to the applicable Master Assignment. 3.2 At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of which shall be applicable as to one or more Non-Continuing Lenders, and, to the extent the Administrative Agent so deems advisable for administrative purposes in consummating the intended allocations and assignments to be made pursuant to Section 3.1, the Administrative Agent may modify and update the headings of, and the information in, the columns in Schedule I to, and may complete and update the information required by, one or more of the Master Assignments. 3.3 After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term A Loans”, “Revolving Credit Loans” and “ Revolving Credit Commitments” shall be as determined by the Administrative Agent and set forth in this Amendment and the Third Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts shall be conclusive evidence thereof absent manifest error. For the avoidance of doubt, the provisions of Article IX and Section 11.04 of the Third Amended and Restated Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto. US-DOCS\70473267.13.

THE MASTER ASSIGNMENT AGREEMENTS. 3.1 Pursuant to the Master Assignment entered into or deemed entered into by each Non-Continuing Lender in accordance with Section II, each Non-Continuing Lender shall sell and assign the principal amount of of, as the case may be, its Existing Euro Term A Loans, Existing AUD Term A Loans or Existing Revolving Credit Loans and Existing Revolving Credit Commitments as set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Third Restatement Second Amendment Closing Date, to Bank of America, N.A., as assignee (in such capacity, the “Replacement Lender”) under such Master Assignment. Each Lender’s signature page to its Revolving Credit Lender Consent, Euro Term A Lender Consent or AUD Term A Lender Consent, respectively, shall be deemed to be its signature page to the applicable Master Assignment. 3.2 At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of which shall be applicable as to one or more Non-Continuing Lenders, and, to the extent the Administrative Agent so deems advisable for administrative purposes in consummating the intended allocations and assignments to be made pursuant to Section 3.1, the Administrative Agent may modify and update the headings of, and the information in, the columns in Schedule I to, and may complete and update the information required by, one or more of the Master Assignments. 3.3 After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term A Loans”, “Revolving Credit Loans” and “ Revolving Credit Commitments” shall be as determined by the Administrative Agent and set forth in this Amendment and the Third Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts shall be conclusive evidence thereof absent manifest error. For the avoidance of doubt, the provisions of Article IX and Section 11.04 of the Third Amended and Restated Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto. US-DOCS\70473267.13.

THE MASTER ASSIGNMENT AGREEMENTS. 3.1 (a) Pursuant to the any Master Assignment entered into or deemed entered into by each Non-Continuing a Term A Lender in accordance with Section II3 of this Amendment, each Non-Continuing Extending Lender, each Term A Lender Selecting Option B on the Term A Lender Signature Page hereto and each Term A Lender selecting Option A on the Term Lender Signature Page hereto which has been allocated less than the entire aggregate principal amount of its Term A Advances shall sell and assign the principal amount of its Existing AUD Term A Loans or Existing Revolving Credit Loans and Existing Revolving Credit Commitments as Advances set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative Agent Lead Arranger on or prior to the Third Second Restatement Effective Date, to Bank of AmericaJPMorgan Chase Bank, N.A., as assignee assignor (in such capacity, the “Replacement Lender”) under such Master AssignmentAssignment Agreement. Each Term A Lender’s signature page to its Revolving Credit Lender Consent or AUD Term A Lender Consent, respectively, Signature Page hereto shall be deemed to be its signature page to the applicable Master Assignment. 3.2 (b) At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of which shall be applicable as to one or more Non-Continuing Term A Lenders, and, to the extent the Administrative Agent so deems advisable for administrative purposes in consummating the intended allocations and assignments to be made pursuant to Section 3.1clause (a) above, the Administrative Agent may modify and update the headings of, and the information in, the columns in Schedule I to, and may complete and update the information required by, one or more of the Master Assignments. 3.3 (c) After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term A Loans”, “Revolving Credit LoansAdvances” and “ Revolving Credit Commitments“Term B Advances” shall be as determined by the Administrative Agent and set forth in the Third Second Amended and Restated Credit AgreementAgreement and each Term A Lender acknowledges and agrees (x) that it may, after giving effect to any and all Master Assignments that may be executed in connection herewith retain a portion of its Term A Advances or none of its Term A Advances and (y) if it is a Non-Extending Lender and no Master Assignments are executed in connection herewith (other than those that may be executed in connection with the assignments contemplated by Sections 3(a) and 3(b)), it will retain all of its Term A Advances. The Administrative Agent’s determination of such amounts shall be conclusive evidence thereof absent manifest error. For the avoidance of doubt, the provisions of Article IX VII and Section 11.04 9.04 of the Third Second Amended and Restated Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto. US-DOCS\70473267.13.

THE MASTER ASSIGNMENT AGREEMENTS. 3.1 Pursuant to the Master Assignment entered into or deemed entered into by each Non-Continuing Lender in accordance with Section II, each Non-Continuing Lender shall sell and assign the principal amount of of, as the case may be, its Existing Euro Term A Loans, Existing AUD Term A Loans, Existing U.S. Dollar Term A Loans or Existing Revolving Credit Loans and Existing Revolving Credit Commitments as set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Third Restatement Fifth Amendment Closing Date, to Bank of America, N.A., as assignee (in such capacity, the “Replacement Lender”) under such Master Assignment. Each Lender’s signature page to its Revolving Credit Lender Consent, Euro Term A Lender Consent, AUD Term A Lender Consent or AUD U.S. Dollar Term A Lender Consent, respectively, shall be deemed to be its signature page to the applicable Master Assignment. 3.2 At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of which shall be applicable as to one or more Non-Continuing Lenders, and, to the extent the Administrative Agent so deems advisable for administrative purposes in consummating the intended allocations and assignments to be made pursuant to Section 3.1, the Administrative Agent may modify and update the headings of, and the information in, the columns in Schedule I to, and may complete and update the information required by, one or more of the Master Assignments. 3.3 After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term A Loans”, “Revolving Credit Loans” and “ Revolving Credit Commitments” shall be as determined by the Administrative Agent and set forth in this Amendment and the Third Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts shall be conclusive evidence thereof absent manifest error. For the avoidance of doubt, the provisions of Article IX and Section 11.04 of the Third Amended and Restated Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto. US-DOCS\70473267.13.