Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified InstitutionA) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower’s consent Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have been given if consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (except B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days portion of a written request for such consent); provided that:Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.

Assignments by Lenders. Any Lender of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) subject toan assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, except event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, an Approved Fund with respect such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender (in each case other than of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate sale by such Lender of a Revolving Lender or an Approved Fund participation in such rights and obligations in accordance with respect to a Revolving Lender (in each case, other than a Disqualified InstitutionSection 12.05(e), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in with the case prior written consent (such consent not to be unreasonably withheld or delayed) of an assignment to (A) the Borrower; provided that no consent of the Borrower shall be required (1) (x) in the case of with respect to Term Loan Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with in respect to of a Revolving Lender and (in each case2) if an Event of Default has occurred and is continuing, for any other than a Disqualified Institution)assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, (B) the prior written Administrative Agent; provided that no consent of the Administrative AgentAgent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, and an Affiliate of a Lender or an Approved Fund, (C) each Issuing Bank, in the case of any assignment and delegation of all or a portion of a Revolving Commitments Commitment or Revolving Loansany Lender’s obligations in respect of its LC Exposure and (D) each Swingline Lender, the Issuing Bank, and, so long as (other than in the case of any assignment and delegation of all or a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case portion of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days Revolving Commitment or any Lender’s obligations in respect of a written request for such consent); provided that:its Swingline Exposure.

Assignments by Lenders. Any Lender may at any time assign assign, with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (which consent may be given or withheld in the Borrower’s sole discretion) to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (other than each such consent to be within the discretion of the consenting party), (ii) 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 with respect to the Loans or the Commitment assigned, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee shall not be payable by the Borrower) and (iv) no consent of the Borrower shall be required if the proposed assignment is to another Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender unless as a result of such assignment, the Borrower would incur an additional cost pursuant to Section 3.04, but the assigning Lender shall give the Administrative Agent and the Borrower written notice thereof. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto) but shall continue to a Disqualified Institution) no Event be entitled to the benefits of Default under Section 8.01(a)Sections 3.01, (b)3.04, (g) or (h) shall have occurred 3.05 and be continuing11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (each at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case Lender of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for participation in such consentrights and obligations in accordance with Section 11.06(d); provided that:.

Assignments by Lenders. Any Lender of the Lenders may at any time assign to one or more Eligible Assignees Transferees all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) subject to); provided, except however, that no such assignment shall be made to any Borrower, an Affiliate of any Borrower, or any employees or directors of any Borrower at any time. So long as no Event of Default has occurred and is continuing, any assignment to Eligible Transferees that would result in the Lenders that are Affiliates of Capital Royalty, L.P., in the aggregate, holding less than 50% of the right to vote the aggregate Commitments and Loans would require the consent of the Borrowers; provided that the Lenders may at any time assign the right to vote their Commitments and Loans to Eligible Transferees in connection with a securitization transaction or other leveraged arrangement that such Lenders may enter into with respect to their loan portfolios without Borrower consent. Notwithstanding the foregoing, each Lender may assign its rights and obligations under this Agreement at any time to an Affiliate of the Lender without Borrower consent. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate Assignment and Acceptance covering all of a Lender’s rights and obligations under this Agreement, an Approved Fund with respect such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender (in each case other than of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate sale by such Lender of a Revolving Lender or an Approved Fund participation in such rights and obligations in accordance with respect to a Revolving Lender (in each case, other than a Disqualified InstitutionSection 12.05(e), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any Lender of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) subject to); provided, except however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower at any time or to any party that the assigning Lender should, in the exercise of reasonable diligence, know or that Borrower has notified the assigning Lender is a competitor of Borrower or any Affiliate of any such competitor. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate Assignment and Acceptance covering all of a Lender’s rights and obligations under this Agreement, an Approved Fund with respect such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender (in each case other than of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate sale by such Lender of a Revolving Lender or an Approved Fund participation in such rights and obligations in accordance with respect to a Revolving Lender (in each case, other than a Disqualified InstitutionSection 12.05(e), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any Each Lender may at any time assign to one or more Eligible Assignees all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an Affiliate of such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (ii) any such partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made by a Lender in such manner that the same portion of its rights and obligations under this Agreement (including all or a portion of Revolving Credit Loans, its Note, its Commitment and the Loans at the time owing to it) subject to, except its participation in the case Letters of an assignment Credit is assigned to the assignee; and (xiv) in the case of Term Loan Commitments or Term Loansassignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Affiliate Assignment Agreement in the form of Exhibit F hereto, including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, an Approved Fund with respect Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loansextent, a Revolving Lenderif any, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institutionrequired), the prior written assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Administrative Agent, Agent and in the case Letter of Revolving Commitments or Revolving LoansCredit Issuer), the Issuing Bankobligations, and, so long as (other than in the case rights and benefits of a proposed assignment Lender hereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to a Disqualified Institution) no Event it (in addition to the share of Default under Section 8.01(a)the Total Commitment Amount, (b)Loans and Letters of Credit, (g) or (h) shall have occurred and be continuingif any, the Borrower (each theretofore held by such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consentassignee); provided that:and the assigning Lender shall, to the extent of such assignment, be released from the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations hereunder so assigned.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, and if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, shall not be less than $5,000,000 unless the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such approval not to be deemed unreasonably withheld or delayed); and (iv) the parties to have been given each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if (except any, required as set forth in Schedule 11.06; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and the Eligible Assignee, if it shall not be a proposed assignment Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a Disqualified Institution) party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) ), subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund fund with respect to a such Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative AgentAgent (and, and in the case of such Revolving Commitments or Lender’s Revolving LoansCommitments, the Issuing Bank, Banks) and, so long as (other than in the case of a proposed assignment to a Disqualified InstitutionInstitution and solely with respect to assignments of Term Loan Commitments or Term Loans (and for the avoidance of doubt, not with respect to assignments of Revolving Commitments or Revolving Loans)) no Event of Default under Section 8.01(a), (b), (g) with respect to the Borrower, or (h) with respect to the Borrower shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall has not have responded within ten (10) Business Days of a written request for such consent); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if “Trade Date” is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $5,000,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender (such approval not to be deemed unreasonably withheld, conditioned or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, ); provided that except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender 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 or, if "Trade Date" is specified in each casethe Assignment and Assumption, other as of the Trade Date) shall not be less than a Disqualified Institution$5,000,000 (and the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $5,000,000 after giving effect to such assignment), the prior written consent unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; any assignment of a Commitment must be deemed approved by the Administrative Agent unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not be unreasonably withheld; and the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 50 Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this paragraph shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with paragraph (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, and if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, shall not be less than $5,000,000 unless the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent Term Loans, and rights and obligations with respect thereto, assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be deemed a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) ), subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund fund with respect to a such Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative AgentAgent (and, and in the case of such Revolving Commitments or Lender’s Revolving LoansCommitments, the Issuing Bank, Banks) and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) with respect to the Borrower, or (h) with respect to the Borrower shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall has not have responded within ten (10) Business Days of a written request for such consent); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, and if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, shall not be less than $5,000,000 unless the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent to Loans and Commitments, and rights and obligations with respect thereto, assigned; (iii) any assignment of a Commitment must be deemed to have been given if approved by the Administrative Agent (except in the case of an Affiliate of a Lender, such consent not to be unreasonably withheld) unless the Person that is the proposed assignment to assignee is itself a Disqualified InstitutionLender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to itLoans; provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Commitment must be deemed approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Each Lender may at any time assign to one or more Eligible Assignees all or a any portion of its such Lender’s interests, rights and obligations under set forth in this Agreement (or the other Credit Documents, including all or a portion of its Commitment Commitments and the Loans at the time owing to it(including for purposes hereof, its participations in LC Obligations) subject to, except provided that (a) an administrative fee in the case amount of Three Thousand Five Hundred Dollars ($3,500.00) is paid to the Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a proportionate amount of all of the assigning Lender, an Approved Fund ’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned, (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Agent (with copies to be sent contemporaneously to each Lender), for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky laws or other laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund hereunder, and (yb) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the case Lenders by the Borrower pursuant to any of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund the Credit Documents with respect to a Revolving Lender (in each casefacts, other than a Disqualified Institution)events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the prior written assigning Lender thereunder and the Eligible Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this paragraph shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.11 of this Agreement. Any consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of Borrower that is required for a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not assignee to be unreasonably withheld or delayed; the Borrower’s consent eligible to be an Eligible Assignee shall be deemed to have been given if by the Borrower unless the Borrower objects to such proposed assignee by written notice to the Agent within five (except in 5) Business Days after having received notice of the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:assignee.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject tomay, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), but without notice to or consent of the Borrower, assign to any Person (each an “Assignee” and collectively, the “Assignees”) all or a portion of such Lender’s Commitments; provided that, unless the Lender has assigned all of its Commitments, after giving effect to such assignment, such Lender must continue to hold a Pro Rata Share of the Commitments at least equal to Five Million Dollars ($5,000,000). Any Lender that elects to make such an assignment shall pay to the Agent, and for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the case amount of Revolving Commitments Three Thousand Five Hundred Dollars ($3,500.00). Such Lender and its Assignee shall notify the Agent and the Borrower in writing of the date on which the assignment is to be effective (the “Adjustment Date”). On or Revolving Loansbefore the Adjustment Date, the Issuing Bankassigning Lender, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuingAgent, the Borrower (each and the respective Assignee shall execute and deliver a written assignment agreement in a form acceptable to the Agent, which shall constitute an amendment to this Agreement to the extent necessary to reflect such consent not to be unreasonably withheld or delayed; assignment. Upon the Borrower’s consent to be deemed to have been given if (except request of any assigning Lender following an assignment made in the case of a proposed assignment to a Disqualified Institution) accordance with this Section 9.6, the Borrower shall not have responded within ten (10) Business Days issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the assigning Lender. In addition, notwithstanding the foregoing, any Lender may at any time pledge all or any portion of such Lender’s rights under this Agreement, any of the Commitments or any of the Obligations to a written request for such consent); provided that:Federal Reserve Bank.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, and if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, shall not be less than $5,000,000 unless the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Line Loans; (iii) any assignment of a Commitment must be deemed to have been given if approved by the Administrative Agent (except in the case of an Affiliate of a Lender, such consent not to be unreasonably withheld) unless the Person that is the proposed assignment to assignee is itself a Disqualified InstitutionLender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender of the Lenders may at any time assign to one or more Eligible Assignees Transferees all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) subject to); provided, except in the case however, that so long as no Default or Event of an Default has occurred and is continuing, no such assignment shall be made to (x) in the case of Term Loan Commitments or Term Loansany Excluded Person, a LenderBorrower, an Affiliate of a LenderBorrower, an Approved Fund with respect to a or any employees or directors of Borrower; provided further that so long as no Default or Event of Default has occurred and is continuing, the assigning Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), shall require the prior written consent of the Administrative AgentBorrower (which consent shall not be unreasonably withheld, and shall be deemed given if Borrower does not respond to the assigning Lender within five (5) Business Days of receiving written notice of such intended assignment by the assigning Lender), except that the assigning Lender may at any time without the Borrower’s consent, pledge or assign any of its rights or obligations hereunder to a Permitted Transferee. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case an Assignment and Acceptance covering all of a proposed assignment Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Disqualified Institutionparty hereto) no Event but shall continue to be entitled to the benefits of Default under Section 8.01(a5 and Section 12.03. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), (b), (g) 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Any assignment or (htransfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall have occurred and be continuing, the Borrower (each treated for purposes of this Agreement as a sale by such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case Lender of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for participation in such consentrights and obligations in accordance with Section 12.05(e); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent Loans and Commitments, and rights and obligations with respect thereto, assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be deemed a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. Any A Lender may at any time assign to one sell, assign, delegate or more Eligible Assignees otherwise transfer all or a portion part of its the rights and obligations duties of such Lender under this Agreement (including all or a portion of its Commitment and the Loans at other Loan Documents to any of the time owing following Persons (an “Assignee”), in each case subject to itany applicable consent requirements specified herein: (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments any Lender or Term Loans, a Lender, an any Affiliate of a LenderLender or (ii) any other Person with the prior written consent of the Administrative Borrower (which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Administrative Borrower shall be deemed to have given its consent unless Administrative Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after notice thereof has actually been delivered by the Administrative Agent or the assigning Lender to Administrative Borrower); provided that, the consent of Administrative Borrower shall not be required under this sub-clause (ii) if an Approved Fund Event of Default has occurred and is continuing or for any such sale, assignment or transfer in connection with respect to a sale of all or substantially all of the assets of a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in all or substantially all of the case of Revolving Commitments loans or Revolving Loans, a Revolving Lender, an Affiliate asset based loans of a Revolving Lender or an Approved Fund with respect Lender. Notwithstanding anything to a Revolving Lender (in each case, other than a Disqualified Institution)the contrary contained herein, the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as Agent (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; ) shall be required for assignments to a Person that is not a Lender or an Affiliate of a Lender. Each Loan Party hereby authorizes each Lender to disseminate, subject to a written confidentiality agreement with any Assignee or prospective Assignee on terms substantially similar to the Borrower’s consent confidentiality terms hereunder, any information it has pertaining to the Obligations, including without limitation, complete and current credit information on the Loan Parties and any of their principals to any Assignee or prospective Assignee. Each Loan Party hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower and each other Loan Party to the Assignee and that the Assignee shall be considered to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:Lender hereunder.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, and if "Trade Date" is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, shall not be less than $5,000,000 unless the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such approval not to be deemed unreasonably withheld or delayed); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, ); provided that except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in each casethe Assignment and Assumption, other as of the Trade Date) shall not be less than a Disqualified Institution$5,000,000 (which minimum may be acquired by the assignee from two or more assigning Lenders), the prior written consent unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); Mid-Con Energy Properties, LLC Compiled Credit Agreement each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; any assignment of a Commitment must be approved by LC Issuer (such consent not to be deemed unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Details Form in form satisfactory to Administrative Agent. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits, and subject to the requirements of, of Sections 3.2, 3.4, 3.5 and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Commitments Credit Facility, or Revolving Loans$1,000,000, in the Issuing Bankcase of any assignment in respect of the Term Facility (and treating assignments by an assignor to multiple Approved Funds as one assignee for purposes of such minimum assignment amount), unless each of the Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to rights in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) any assignment in respect of the Term Facility must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Term Lender, an Affiliate or a Lender or any Approval Fund (such approval not to be deemed unreasonably withheld or delayed), and (v) the parties to have been given if each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except provided that (x) no such fee shall be payable in the case of assignments to an Affiliate or Approved Fund of such assignor and (y) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds) and the Eligible Assignee, if it shall not be a proposed assignment Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a Disqualified Institution) party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consentrights and obligations in accordance with Section 11.06(d); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement the Financing Documents (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institutionor an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the prior written amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Administrative AgentBorrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of Revolving Commitments an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Financing Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.06, 10.03, 10.04 and 12.03). Any assignment or Revolving Loans, transfer by a Lender of rights or obligations under this Agreement and the Issuing Bank, and, so long other Financing Documents that does not comply with this paragraph shall be treated for purposes of the Financing Documents as (other than in the case a sale by such Lender of a proposed assignment to a Disqualified Institutionparticipation in such rights and obligations in accordance with paragraph (e) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender 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 or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed), unless the Administrative Agent otherwise consents; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s assigning Lender's Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower (such consent not to be deemed unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, and, with respect to any assignment not between a Lender and its Affiliate, the Eligible Assignee shall deliver to the Administrative Agent a recordation fee of $2,500 together with an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided that (i) subject toexcept in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and the Loans at the time owing to it, and except in the case of an assignment to (x) in the case of Term Loan Commitments any Lender or Term Loans, a Lender, an Affiliate of a any Lender, an Approved Fund the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to the Administrative Agent or, if the “Trade Date” is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, andshall not be less than $250,000 unless, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, each of the Administrative Agent and the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); the Borrower’s consent to be deemed to have been given if (ii) except in the case of a proposed an assignment to any Lender or an Affiliate of any Lender, each partial assignment shall be made as an assignment of a Disqualified Institutionproportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned; (iii) so long as no Event of Default has occurred and is continuing, any assignment of any Commitments must be approved by the Administrative Agent and the Borrower (each such approval not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, unless the Administrative Agent shall otherwise agree, a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.6, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have responded within ten (10) Business Days the rights and obligations of a written Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request and following the delivery to the Administrative Agent of the original Note issued to the assignor Lender, if any, the Borrower (at its expense) shall execute and deliver a replacement Note to the assignee Lender. Any assignment or transfer by any Lender of rights or obligations under this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.6.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund of the relevant Borrower and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the Administrative Agent must give their prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as to such assignment (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(awhich consent shall not be unreasonably withheld), (b), (gii) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed an assignment to a Disqualified InstitutionLender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the relevant Borrower and the Administrative Agent otherwise consent, (iii) 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, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (j) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Commitments Credit Facility, or Revolving Loans$1,000,000, in the Issuing Bankcase of any assignment in respect of the Term B Facility, unless each of the Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be deemed approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to have been given if each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (except A) no such fee shall be payable in the case of a proposed an assignment to a Disqualified InstitutionLender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments and (v) the Borrower Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have responded within ten (10) Business Days the rights and obligations of a written Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request and following the delivery to the Borrower of the original note issued to the assignor Lender, if any, the Borrower (at its expense) shall execute and deliver a replacement Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such consentLender of a participation in such rights and obligations in accordance with Section 10.06(d); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if “Trade Date” is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $5,000,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be deemed approved by Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Each Lender may at any time assign to one or more Eligible Assignees all or a any portion of its such Lender’s interests, rights and obligations under set forth in this Agreement (or the other Credit Documents, including all or a portion of its Commitment Commitments and the Loans at the time owing to it(including for purposes hereof, its participations in L/C Obligations and Swingline Loans) subject to, except in the case of an assignment to provided that (xa) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of unless waived by the Administrative Agent, and an administrative fee in the case amount of Revolving Three Thousand Five Hundred Dollars ($3,500.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments or Revolving Loansand Loans is to be assigned, the Issuing Bank, and, amount of the Commitments and Loans so long as assigned shall be for an aggregate principal amount of not less than Five Million Dollars (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a$5,000,000.00), (bc) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (gd) or (h) shall have occurred and be continuing, the Borrower (parties to each such consent not assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent (with copies to be unreasonably withheld sent contemporaneously to each Lender), for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or delayed; require the Borrower’s consent Loans or any Notes to be deemed to have been given if qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (105) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a written request Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrower pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with Section 10.03

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified InstitutionA) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower’s consent Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have been given if consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (except B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a proposed assignment to portion of a Disqualified InstitutionRevolving Commitment or any Lender’s obligations in respect of its LC Exposure and (D) the Borrower shall Swingline Lender (such consent not have responded within ten (10to be unreasonably withheld or delayed) Business Days in the case of any assignment and delegation of all or a portion of a written request for such consent); provided that:Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. Any Each Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and has the Loans at right, without the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative or notice to Borrowers but subject to approval by Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except no approval shall be required for any assignment to an Affiliate of the applicable Lender or an Approved Fund), to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, such Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents (other than any Warrant) as to which assignment, transfer and other such actions are governed by the terms thereof. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and is continuing,(i) no Lender shall assign its interest in the case Loans and Loan Documents to any Person who in the reasonable estimation of Agent is a proposed direct competitor of Borrower and (ii) no Lender shall assign, negotiate, or grant participation in all or any part of, or any interest in, such Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents to any Person who is not a “United States person” (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986) and who has not provided, prior to the date of such assignment, negotiation or participation, and from time to time thereafter upon request, a duly executed and completed IRS Form W-9 certifying that such Person is a “United States person” and exempt from U.S. federal backup withholding tax, provided that such assignment to a Disqualified InstitutionPerson who is not a “United States person” shall be permitted (without the consent of Agent) if such Person has provided, prior to the Borrower shall not have responded within ten (10) Business Days date of such assignment, negotiation or participation, and from time to time thereafter upon request, a written request for such consent); provided that:duly executed and completed IRS Form W-8 or otherwise complied with relevant tax laws and regulations.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that, any such assignment shall be subject to the following conditions: (i) Minimum Amounts (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it) subject to, except it or in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender Lender, no minimum amount need be assigned; and (B) in each case, other than a Disqualified Institution)any case not described in subsection (b)(i)(A) of this Section, the prior written consent aggregate amount of the Administrative AgentCommitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, shall not be less than $5,000,000 unless each of the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Default or Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to delayed and shall be deemed to have been given if (except in the case of a proposed assignment Lead Borrower has not responded to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consentconsent within seven (7) Business Days); provided that:provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii)

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) subject to, ); provided that except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the outstanding principal balance of the Loan of the assigning Lender 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 or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5 million unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such consent not to be deemed unreasonably, withheld or delayed); and the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $2,500 (other than assignments by any Lender to one of its Affiliates). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto) but shall continue to a Disqualified Institution) be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section 10.06.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if “Trade Date” is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $5,000,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender, such approval not to be deemed unreasonably withheld or delayed, unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more assignees that are Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) subject to, except of this Section in the aggregate or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund Fund, no minimum amount need be assigned; provided that if at the time of such assignment, any Loan made to a Dutch Borrower would be outstanding and the assigning Lender’s Applicable Percentage of any and all of such Loans would in the aggregate with respect to any Dutch Borrower, as of the date of assignment, be more than zero but less than the Dollar Equivalent (calculated on the basis of the Spot Rate of the Administrative Agent as of the date of such assignment) of €100,000, no such assignment shall be made to an assignee which is not a Professional Market Party; provided further that at the request of the assigning Lender (in each case at any time prior to a proposed assignment to an assignee other than a Disqualified InstitutionProfessional Market Party, such Dutch Borrower shall either (1) subject to the prior notice requirements set forth in Section 2.05(a)(i), immediately prepay all Loans made to it or an Affiliated Debt Fund and (y2) subject to the prior notice requirements set forth in Section 2.02(a), immediately borrow such amount of Loans, so that in the case of Revolving Commitments or Revolving Loanseach of clauses (1) and (2), a Revolving Lenderthe assignment would not be restricted by the immediately preceding proviso; and in any case not described in subsection (b)(i)(A) of this Section, an Affiliate the aggregate amount of a Revolving the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender or an Approved Fund subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Revolving Lender (such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of 142 89826417_6 Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any Lender may of the Lenders may, with the prior written consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned), at any time assign to one or more Eligible Assignees Transferees all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it); provided, however, that (i) subject to, except in the case of an no such assignment shall be made to (x) in the case of Term Loan Commitments or Term Loans, a LenderBorrower, an Affiliate of a LenderBorrower, an Approved Fund with respect to a Lender or any employees or directors of Borrower at any time, (in each case other than a Disqualified Institutionii) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Borrower shall not be required at any time an Event of Default under Section 8.01(a)has occurred and is continuing, (b), (giii) the consent of Borrower to an assignment to any one or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to more Eligible Transferees will be deemed to have been given if Borrower has not responded within three (except 3) Business Days after the delivery of any request for such consent and (iv) the consent of Borrower shall not be required (A) for any assignment to any Affiliate of any Lender or Administrative Agent, (B) for any assignment in connection with a distribution of assets in connection with a liquidation of a Lender and (C) in connection with any pledge, sale or assignment in connection with any financing transaction, securitization or loan facility (collectively, the “Financing Transaction”), including, without limitation, any proceeding or action related to the Financing Transaction where the Loan is sold or assigned as part of a foreclosure, asset sale, bid wanted in competition process or other similar transaction. Subject to the recording thereof by Administrative Agent pursuant to Section 13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days an Assignment and Assumption covering all of a written request Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of this Agreement as a sale by such consentLender of a participation in such rights and obligations in accordance with Section 13.05(e); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if “Trade Date” is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $5,000,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be deemed approved by Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it) subject to, except it under such Facility or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in clause (b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in each case other the Assignment and Assumption, as of the Trade Date, shall not be less than a Disqualified Institution) or an Affiliated Debt Fund and (y) $5,000,000, in the case of any assignment in respect of the Revolving Commitments or Revolving LoansFacility, a Revolving Lenderunless each of the Administrative Agent and, an Affiliate of a Revolving Lender or an Approved Fund with respect to a the Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, Facility only and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the each Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Administrative AgentCommitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if "Trade Date" is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, the Issuing Bank, shall not be less than $1,000,000 unless each of Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be deemed approved by Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06, payable by the assigning Lender and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) subject to, ); provided that except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in shall not be less than $5,000,000 unless each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower’s consent to Company shall be deemed to have been given consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; 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 with respect to the Loans or the Commitment assigned, except that this subsection (ii) shall not apply to rights in respect of Swing Line Loans; any assignment of a Commitment must be approved by the Administrative Agent, each L/C Issuer and the Swing Line Lender (such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee, but so long as such Person is not Defaulting Lender); the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; Notwithstanding the foregoing, in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (except which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. In addition, the amount transferred to any Eligible Assignee in relation to a Commitment and Committed Loans made to any Borrower shall be at least EUR 50,000 (or its equivalent in another currency) or any other amount which becomes applicable at any time (including as per Wijzigingsbesluit financiële markten 2012) or, if it is less, the Eligible Assignee shall confirm in writing to the relevant Borrower that it, the Eligible Assignee, is a professional market party within the meaning of the Dutch Financial Supervision Act. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at the Company’s expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be deemed approved by Administrative Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject towith the prior written consent (such consent not to be unreasonably withheld, except in conditioned or delayed) of (A) the case Borrower; provided that no consent of the Borrower shall be required (1) for an assignment to and delegation (x) in the case of a Term Commitment or a Term Loan Commitments or Term Loans, to a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of a Revolving Commitments Commitment or a Revolving Loans, Loan to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with in respect to of a Revolving Lender and (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution2) no if an Event of Default under Section 8.01(aclause (a), (b), (gh) (solely with respect to the Borrower) or (hi) shall have (solely with respect to the Borrower) of Article VII has occurred and be is continuing, for any other assignment and delegation; provided, further, that the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to shall be deemed to have been given if consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (except B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (C) each Issuing Bank, in the case of any assignment and delegation of all or a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days portion of a written request for such consent); provided that:Revolving Commitment or any Lender’s obligations in respect of its LC Exposure and (D) each Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it) subject to); provided that, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender 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 Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; ) (provided that the Borrower’s consent to Borrower shall be deemed to have been given if (except in the case of a proposed consented to any such assignment to a Disqualified Institution) unless the Borrower shall not have responded object thereto by written notice to the Administrative Agent within ten (10) five Business Days of a written request for such consentafter having received notice thereof); provided that:provided, further, that simultaneous assignments by or to two or more Approved Funds shall be combined for purposes of determining whether the minimum assignment requirement is met;

Assignments by Lenders. Any Lender may of the Lenders may, with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person, other than a competitor of any Obligor) all or a portion of its rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) subject toand the other Loan Documents; provided that no such assignment shall be made to Borrower, except an Affiliate of Borrower, or any employees or directors of Borrower at any time. Subject to the recording thereof by the Lenders pursuant to Section 14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, an Approved Fund with respect such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03.Any assignment or transfer by a Lender (in each case other than of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate sale by such Lender of a Revolving Lender or an Approved Fund participation in such rights and obligations in accordance with respect to a Revolving Lender (in each case, other than a Disqualified InstitutionSection 14.05(e), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender 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 or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be deemed approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender and, so long as no Event of Default has occurred and is continuing, the Borrower unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section 10.06.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this SECTION 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); PROVIDED that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitments and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000, in the case of any assignment in respect of the Revolving Commitments Credit Facility, or Revolving Loans$1,000,000, in the Issuing Bankcase of any assignment in respect of the Term Facility (PROVIDED that simultaneous assignments by or to two or more Approved Funds managed by the same investment advisor shall be aggregated for purposes of the minimum assignment amount), unless each of the Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) 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 with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall not be subject to reimbursement by the Borrower’s consent to ); PROVIDED that (x) no such fee shall be deemed to have been given if (except payable in the case of a proposed an assignment to another Lender, an Affiliate of a Disqualified InstitutionLender or an Approved Fund, and (y) in the case of contemporaneous assignments by a Lender to more than one Fund managed by the same investment advisor (which Funds are not then Lenders hereunder) only one such fee shall be payable for all such contemporaneous assignments, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to SUBSECTION (c) of this SECTION, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this SUBSECTION (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with SECTION 10.06(d); PROVIDED that in the case of an assignment to an Affiliate of the assigning Lender, such assignment shall be effective as an assignment between such Lender and its Affiliate immediately without compliance with the conditions for assignment under this SECTION 10.06(b), but shall not be effective with respect to the Loan Parties, the Agents, any L/C Issuer or any other Lender, and each Loan Party, each Agent, each L/C Issuer and each other Lender shall be entitled to deal solely with such assigning Lender under any such assignment, and such assigning Lender shall continue to be bound by the Loan Documents in its capacity as a Lender, in each case until the conditions for assignment under this SECTION 10.06(b) have responded within ten (10) Business Days of a written request for such consent); provided that:been satisfied.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of Revolving Commitments or Revolving Loans, Loans and $1,000,000 in the Issuing Bank, case of an assignment of Term Loans unless each of the Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Representative otherwise consents (each such consent not to be unreasonably withheld or delayeddelayed and no consent of Borrower Representative shall be required in connection with assignments made by the GSO Fund within 30 days of the Closing Date in connection with the primary syndication of the Loans and Commitments); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Revolving Commitment must be deemed approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an loan administrative questionnaire in form and substance reasonably acceptable to Administrative Agent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. Notwithstanding anything herein to the contrary, if any Assignment hereunder shall cause the number of Lenders hereunder, together with the “Lenders” under the Second Lien Loan Documents and under the UK Loan Documents to exceed 15 in the aggregate, any such assignment shall require the Administrative Agent’s prior written request for such consent); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it(including for purposes of this subsection (b); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the principal outstanding balance of the Loans of the assigning Lender 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 or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as Agent otherwise consents (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's Loans and Commitments, and rights and obligations with respect thereto, assigned; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be deemed a Lender, shall deliver to the Administrative Agent an loan administrative questionnaire in form and substance reasonably acceptable to Administrative Agent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of Revolving Commitments or Revolving Loans, Loans and $1,000,000 in the Issuing Bank, case of an assignment of Term Loans unless each of the Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayeddelayed and no consent of the Company shall be required in connection with assignments made by Bank of America within 30 days of the Closing Date in connection with the primary syndication of the Loans and Commitments); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Revolving Commitment must be deemed approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment in respect of the Revolving Commitments Facility or Revolving Loans$1,000,000 in the case of an assignment in respect of the Term Facility, unless each of the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower’s consent to Borrower shall be deemed to have been given consented unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Credit Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower (such consent not to be unreasonably withheld or delayed); provided that (x) the Borrower shall be deemed to have consented to such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and (y) no such consent shall be required if the Person that is the proposed assignee is itself a Lender (except whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee as set forth in Schedule 11.06(b); and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) the assigning Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (and the Administrative Agent shall deliver such Notes to the Borrower). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits and obligations of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and surrender by the assigning Lender of its Notes, if any, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in with the case prior written consent (such consent not to be unreasonably withheld) of (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment and delegation to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect or, if a payment Default or an Event of Default has occurred and is continuing, any other Eligible Assignee; provided further that the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by notice to the Administrative Agent within five Business Days after having received notice thereof, (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Loan to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender Fund, (in C) each caseIssuing Bank, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of any assignment and delegation of all or a portion of a Revolving Commitments Commitment or Revolving Loansany Lender’s obligations in respect of its LC Exposure and (D) the Swingline Lender, the Issuing Bank, and, so long as (other than in the case of any assignment and delegation of all or a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case portion of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days Revolving Commitment or any Lender’s obligations in respect of a written request for such consent); provided that:its Swingline Exposure.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this paragraph (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment, the Loans at the time owing to (x) it and the L/C Obligations, or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, and L/C Obligations (in each casecase determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, other if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than a Disqualified Institution)$5,000,000, the prior written consent unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company, otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans, the Commitment or the L/C Obligations assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Lender's Commitment must be deemed approved by the Administrative Agent, the Issuing Bank and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 11.07, and if the Eligible Assignee is not a Lender, such Eligible Assignee shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto but shall continue to be entitled to the benefits of Sections 4.01, 4.04, 4.05, and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Upon request by the Company, the assigning Lender shall return the Note, if any, executed by the Company in favor of such assigning Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this paragraph shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with paragraph (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (a) subject to, except if (i) an Event of Default has occurred and is continuing or (ii) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or (iii) in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment or Loan being assigned (which for this purpose includes Loans outstanding thereunder) shall not be less than $10,000,000, unless the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment Agent otherwise consents to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower lower amount (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; - 125 - CREDIT AGREEMENT (c) any assignment must be approved by the Administrative Agent and Master Borrower (such approval not to be deemed unreasonably withheld or delayed), after consultation with the Borrowers, unless: (i) the proposed assignee is itself already a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender; (ii) the proposed assignee is the Administrative Agent or the Issuing Bank; or (iii) an Event of Default has occurred and is continuing; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Section 4.10 and Section 15.8, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance Section 14.4. Any payment by an assignee to a Disqualified Institution) the Borrower an assigning Lender in connection with an assignment or transfer shall not have responded within ten be or be deemed to be a repayment by the Borrowers or a new Loan to the Borrowers. Section 14.3 Register The Administrative Agent shall maintain at one of its offices in Toronto, Ontario a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (10) Business Days the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of a written request this Agreement, notwithstanding notice to the contrary. The Register shall be available for such consent); provided that:inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Assignments by Lenders. Any (i)Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; ) of (A) the Borrower’s ; provided that no consent of the Borrower shall be required (1) (x) with respect to Term Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund and (y) with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an affiliate of a Revolving Lender or an Approved Fund in respect of a 133 Revolving Lender and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have been given if consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, (except B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (C) each Dollar Issuing Bank, in the case of any assignment and delegation of all or a proposed portion of a Dollar Revolving Commitment or any Lender’s obligations in respect of its Dollar LC Exposure, (D) each Multi-Currency Issuing Bank, in the case of any assignment and delegation of all or a portion of a Multi-Currency Revolving Commitment or any Lender’s obligations in respect of its Multi-Currency LC Exposure and (E) the Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days Lender or an Affiliate of a written request for such consentLender); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this clause (b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) subject to, except that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Revolving Lender (such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of any assignment made on or prior to the Syndication Termination Date in respect of any Class or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans of such Class at the time owing to it or in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) of such Class or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, and if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date) shall be an integral multiple of $1,000,000, the Issuing Bank, andunless, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Designated Company otherwise consents (each such consent not to be unreasonably withheld or delayed; the ) and, with respect to any Co-Borrower’s , such consent to shall be deemed to have been given if (except in no objection is made by the case Designated Company within five Business Days after notice of a the proposed assignment assignment; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a Disqualified Institutionsingle Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) the Borrower shall not have responded within ten (10) Business Days of will be treated as a written request for such consent); provided that:282 1031947.12E-CHISR1060441.10-CHISR01A - MSW

Assignments by Lenders. Any Lender of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it); provided, however, that (i) subject to, except in the case of an no such assignment shall be made to (xA) in the case of Term Loan Commitments or Term Loans, a LenderBorrower, an Affiliate of Borrower, or any employees or directors of Borrower at any time, (B) a LenderCompetitor or any downstream Affiliate of a Competitor that is clearly identifiable, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in solely on the case basis of Revolving Commitments or Revolving Loanssuch Affiliate’s name, a Revolving Lender, as an Affiliate of such Competitor or (C) a Revolving Defaulting Lender or an Approved Fund with respect to a Revolving Lender and (in each case, other than a Disqualified Institution), ii) the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld withheld, delayed or delayed; conditioned) shall be required unless (x) an Event of Default has occurred and is continuing at the Borrowertime of such assignment, (y) such assignment is to a Lender or an Affiliate of a Lender or (z) such assignment is in connection with the occurrence of a default, event of default or similar occurrence with respect to any Lender’s consent own financing or securitization transactions or a pledge of assets by a Lender with respect to such Lender’s own financing or securitization transactions (provided that Borrower shall be deemed to have been given if consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (except 5) Business Days after having received written notice thereof). Subject to the recording thereof by Administrative Agent pursuant to Section 13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days an Assignment and Assumption covering all of a written request Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of this Agreement as a sale by such consentLender of a participation in such rights and obligations in accordance with Section 13.05(e); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of Revolving Commitments or Revolving Loans, Loans and $1,000,000 in the Issuing Bank, case of an assignment of the Term Loan unless each of the Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Commitment must be deemed approved by the Administrative Agent and, except with respect to a Term Loan Commitment, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Credit Agreement Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect Fund, each of the Borrower and the Administrative Agent must give their prior written consent to a Lender such assignment (in each case other than a Disqualified Institutionwhich consent shall not be unreasonably withheld or delayed), (ii) or an Affiliated Debt Fund and (y) except in the case of Revolving Commitments an assignment to a Lender or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to a Revolving Lender 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 (in each case, other than a Disqualified Institutionwhich consent shall not be unreasonably withheld or delayed), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the prior written assigning Lender’s rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Borrower otherwise required under this paragraph shall not be required if an Event of Default under Section 8.01(aclause (a), (b), (g) or (h) shall have of Article VII has occurred and be is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the Borrower assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a Disqualified Institutionspecial purpose vehicle (an “SPV”) of, or administered by, such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to timely provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Borrower may bring any proceeding against either or both of the Granting Lender and the SPV in order to enforce any rights of the Borrower hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that nothing contained in this paragraph shall relieve any Granting Lender of its obligations under this Agreement and that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment in accordance with the terms of this Agreement. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year Credit Agreement and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent, which consents shall not have responded within ten be unreasonably withheld) providing liquidity and/or credit support (10if any) Business Days with respect to commercial paper issued by such SPV to fund such Loans and such SPV may disclose, on a confidential basis in accordance with Section 9.12, confidential information with respect to the Borrower and its Subsidiaries to any rating agency, commercial paper dealer or provider of a written request surety, guarantee or credit liquidity enhancement to such SPV. Each Granting Lender shall provide the Borrower with notice of each grant made by it under this paragraph to an SPV. Except for its obligation to make payments directly to an SPV in respect of any Loan (or any part thereof) made by such consent); provided that:SPV, the Borrower shall continue to deal solely and directly with the Granting Lender. This paragraph may not be amended without the consent of any SPV at the time holding Loans under this Agreement.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (i) (i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it) subject to, except it under such Facility or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund Fund, no minimum amount need be assigned; and (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in each case other the Assignment and Assumption, as of the Trade Date, shall not be less than a Disqualified Institution) or an Affiliated Debt Fund and (y) $5,000,000, in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with any assignment in respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative AgentRevolving Credit Facility, and or $1,000,000, in the case of Revolving Commitments or Revolving any assignment in respect of Term Loans, unless each of the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); the Borrower’s consent provided, however, that concurrent assignments to be deemed to have been given if (except in the case members of a proposed assignment an Assignee Group and concurrent assignments from members of an Assignee Group to a Disqualified Institutionsingle Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) the Borrower shall not have responded within ten (10) Business Days will be treated as a single assignment for purposes of a written request for determining whether such consent)minimum amount has been met; provided that:-183-Last Saved: 08/19/2013 8:50 pm CG&R Draft 0000000000v1 0000000000

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); PROVIDED that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if "Trade Date" is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $1,000,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, (iii) any assignment of a Commitment must be deemed approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in with the case prior written consent (such consent not to be unreasonably withheld or delayed) of an assignment to (A) the Borrower; provided that no consent of the Borrower shall be required (1) (x) in the case of with respect to Term Loan Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with in respect to of a Revolving Lender and (in each case2) if an Event of Default has occurred and is continuing, for any other than a Disqualified Institution)assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, (B) the prior written Administrative Agent; provided that no consent of the Administrative AgentAgent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, and an Affiliate of a Lender or an Approved Fund, (C) each Issuing Bank, in the case of any assignment and delegation of all or a portion of a Revolving Commitments Commitment or Revolving Loansany Lender’s obligations in respect of its LC Exposure and (D) each Swingline Lender, the Issuing Bank, and, so long as (other than in the case of any assignment and delegation of all or a proposed portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure. (ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Disqualified InstitutionLender, an Affiliate of a Lender or an Approved Fund or an assignment and delegation of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) no Event shall not be less than $5,000,000 or, in the case of Default under Section 8.01(aTerm Loans, $1,000,000 (treating contemporaneous assignments by or to two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), (b), (g) or (h) shall have occurred and be continuing, unless each of the Borrower and the Administrative Agent otherwise consents (each such consent not to be unreasonably withheld or delayed); the Borrower’s provided that no such consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten be required if an Event of Default has occurred and is continuing, (10B) Business Days each partial assignment and delegation shall be made as an assignment and delegation of a written request for such consent)proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that:that this clause (B) shall not be construed to prohibit the assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations by or to two or more Approved Funds, (2) the Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject towith the prior written consent (such consent not to be unreasonably withheld, except in conditioned or delayed) of (A) the case Borrower; provided that no consent of the Borrower shall be required (1) for an assignment to and delegation (x) in the case of a Term Commitment or a Term Loan Commitments or Term Loans, to a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of a Revolving Commitments Commitment or a Revolving Loans, Loan to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with in respect to of a Revolving Lender and (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution2) no if an Event of Default under Section 8.01(aclause (a), (b), (gh) or (hi) shall have of Article VII has occurred and be is continuing, for any other assignment and delegation; provided, further, that the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to shall be deemed to have been given if consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (except B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (C) each Issuing Bank, in the case of any assignment and delegation of all or a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days portion of a written request for such consent); provided that:Revolving Commitment or any Lender’s obligations in respect of its LC Exposure and (D) each Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that, any such assignment shall be subject to the following conditions: (i) Minimum Amounts (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it) subject to, except it or in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender Lender, no minimum amount need be assigned; and (B) in each case, other than a Disqualified Institution)any case not described in subsection (b)(i)(A) of this Section, the prior written consent aggregate amount of the Administrative AgentCommitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, shall not be less than $5,000,000 unless each of the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Default or Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to delayed and shall be deemed to have been given if (except in the case of a proposed assignment Lead Borrower has not responded to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consentconsent within seven (7) Business Days); provided that:provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if "Trade Date" is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $5,000,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be deemed approved by Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; ) of (A) the Borrower’s ; provided that no consent of the Borrower shall be required (1) for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund, (2) for an assignment and delegation by any Initial Lender following the Effective Date to any assignees identified to the Borrower prior to the Effective Date in connection with the primary syndication of the Commitments or the Loans or (3) if an Event of Default has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have been given if consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, and (except B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, (C) each Issuing Bank, in the case of any assignment and delegation of all or a proposed assignment portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure (other than to a Disqualified Institutionan existing Revolving Lender) and (D) the Borrower shall not have responded within ten (10) Business Days Swingline Lender, in the case of any assignment and delegation of all or a portion of a written request for such consentRevolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to an existing Revolving Lender); provided that:.

Assignments by Lenders. Any Lender may at any time after the Closing Date assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or CHAR1\1812724v7 contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) subject to, except of this Section in the aggregate or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitments and the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in each case other the Assignment and Assumption, as of the Trade Date, shall not be less than a Disqualified Institution) or an Affiliated Debt Fund and (y) $5,000,000 in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate any assignment in respect of a Revolving Lender or an Approved Fund with respect to a Commitment (and the related Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, Loans thereunder) and $1,000,000 in the case of Revolving Commitments or Revolving Loansany assignment in respect of a Term Loan, unless each of the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Specified Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; ) of (A) the Borrower’s ; provided that no consent of the Borrower shall be required (1) for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund, (2) for an assignment and delegation by any Initial Lender following the Restatement Effective Date to any assignees identified to the Borrower prior to the Restatement Effective Date in connection with the primary syndication of the Commitments or the Loans or (3) if an Event of Default has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have been given if consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, and (except B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, (C) each Issuing Bank, in the case of any assignment and delegation of all or a proposed assignment portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure (other than to a Disqualified Institutionan existing Revolving Lender) and (D) the Borrower shall not have responded within ten (10) Business Days Swingline Lender, in the case of any assignment and delegation of all or a portion of a written request for such consentRevolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to an existing Revolving Lender); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except (1) in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y2) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to the elevation of any participation to an assignment, if Owl Rock, in its sole discretion, determines the assignment is necessary to comply with or avoid the consequences of a Revolving Lender (in each casedetermination by any regulatory authority, other than a Disqualified Institution)including the Securities and Exchange Commission or court of law, the prior written consent of (A) the Administrative Agent, Agent and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, (B) so long as (other than in the case of a proposed assignment to a Disqualified Institution) (1) no Event of Default under Section 8.01(a), (b), (d) (solely as a result of a breach of Section 6.08), (g), (h) or (hm) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a), (b) or (c)) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent) (in the case of clauses (A) and (B), such consent not to be unreasonably withheld, conditioned or delayed); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in or an Affiliate of a Lender, each case, other than a Disqualified Institution), of the Borrower and the Administrative Agent must give their prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as to such assignment (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(awhich consent shall not be unreasonably withheld), (b), (gii) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed (A) an assignment to a Disqualified InstitutionLender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender or (B) an assignment of the entire remaining amount of the assigning Lender's Commitment(s) and/or Loans, the amount of the Commitment(s) and/or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance 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, (iii) each partial assignment of the Commitment and/or Loans(s) of any Class shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations with respect to such Commitment and/or Loan(s), (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h) or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) ), subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) ), or (h) shall have occurred and be continuing, the Borrower Borrowers (each such consent not to be unreasonably withheld or delayed; the Borrower’s Borrowers’ consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower Borrowers shall not have responded within ten (10) Business Days of a written request for such consent); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative AgentAgent or, and if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date) shall be an integral multiple of $1,000,000, the Issuing Bank, andunless, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Designated Company otherwise consents (each such consent not to be unreasonably withheld or delayed; ) and, with respect to the Borrower’s , such consent to shall be deemed to have been given if no objection is made by the Borrower within five Business Days after notice of the proposed assignment; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (except or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) 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 with respect to the Loan or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (provided that only one such fee shall be imposed in the case of a proposed assignment to a Disqualified Institution) simultaneous assignments by related Approved Funds or Affiliates of the Borrower assigning Lender), and the Eligible Assignee, if it shall not have responded within ten (10) Business Days of be a written request for such consent); provided that:Lender, shall deliver to the Administrative Agent an Administrative Questionnaire 221 1120544.02G-CHISR02A - MSW

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender 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 or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (in each case, other than a Disqualified Institutionand treating assignments by an assignor to multiple Approved Funds as one assignee for purposes of such minimum assignment amount), the prior written consent unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Agent otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to rights in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be deemed approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to have been given if each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,500 (except provided that (x) no such fee shall be payable in the case of a proposed assignment assignments to a Disqualified Institutionan Affiliate or Approved Fund of such assignor and (y) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds) and the Borrower Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such consentLender of a participation in such rights and obligations in accordance with Section 11.06(d); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund of the relevant Borrower and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the Administrative Agent must give their prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as to such assignment (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(awhich consent shall not be unreasonably withheld), (b), (gii) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed an assignment to a Disqualified InstitutionLender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the relevant Borrower and the Administrative Agent otherwise consent, (iii) 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, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (j) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section. 73 - 67 -

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement the Financing Documents (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institutionor an assignment of the entire remaining amount of the assigning Lender’s Commitment(s), the prior written consent amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Borrower and the Administrative Agent (and, and in the case of Revolving Commitments or Revolving Loansan assignment of any Lender’s obligations in respect of its LC Exposure, the Issuing LC Bank) otherwise consent (provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $5,000 (for which the Obligors shall have no liability), and (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Specified Default has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, so long as to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and the other Financing Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement and the other Financing Documents (other than and, in the case of a proposed assignment to a Disqualified Institution) no Event an Assignment and Acceptance covering all of Default the assigning Lender’s rights and obligations under Section 8.01(a)this Agreement and the other Financing Documents, (b), (g) or (h) such Lender shall have occurred and be continuing, the Borrower (each such consent not cease to be unreasonably withheld or delayed; the Borrower’s consent a party hereto but shall continue to be deemed entitled to have been given if (except in the case benefits of Sections 10.01, 10.02 and 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement and the other Financing Documents that does not comply with this paragraph shall be treated for purposes of the Financing Documents as a sale by such Lender of a proposed assignment to a Disqualified Institutionparticipation in such rights and obligations in accordance with paragraph (e) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:this Section.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; ) of (A) the Borrower’s ; provided that no consent of the Borrower shall be required (1) (x) with respect to Term Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund and (y) with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have been given if consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, (except B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a 133 Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (C) each Dollar Issuing Bank, in the case of any assignment and delegation of all or a proposed portion of a Dollar Revolving Commitment or any Lender’s obligations in respect of its Dollar LC Exposure, (D) each Multi-Currency Issuing Bank, in the case of any assignment to and delegation of all or a Disqualified Institutionportion of a Multi-Currency Revolving Commitment or any Lender’s obligations in respect of its Multi-Currency LC Exposure and (E) the Borrower shall not have responded within ten (10) Business Days Swingline Lender, in the case of any assignment and delegation of all or a portion of a written request for such consent); provided that:Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender (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 or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless, in each case, other than a Disqualified Institution), the prior written consent each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be deemed approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto and shall deliver to the Administrative Agent the Note, if any, in its favor marked "cancelled" and the Administrative Agent thereafter shall deliver the same promptly to the Company) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consentrights and obligations in accordance with subsection (d) of this Section. (c); provided that:

Assignments by Lenders. Any Notwithstanding anything herein to the contrary, no Lender may assign all or a portion of its rights and obligations pursuant to this Section 9.04(b) unless (A) an Event of Default has occurred and is continuing, (B) payments of interest hereunder by the Borrower to the Lenders are subject to withholding tax in Brazil at a rate at least equal to the rate of withholding tax payable by a Brazilian borrower to Foreign Lenders resident in a jurisdiction that does not have a tax treaty with Brazil, or (C) such assignment shall not subject interest payments to such assignee to withholding tax in Brazil. Subject to the immediately preceding sentence and the provisions of the Arranger Participation Agreement, any time Lender may assign to one or more Eligible Assignees financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate Arranger, or a financial institution that is a member of a Lenderthe Federal Reserve System of the United States of America and that has combined capital and surplus of not less than $500,000,000, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund of the Borrower and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the Administrative Agent must give their prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as to such assignment (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(awhich consent shall not be unreasonably withheld), (b), (gii) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed an assignment to a Disqualified InstitutionLender, an Arranger, or a pledge or assignment to a Federal Reserve Bank of the United States, or an assignment of the entire remaining amount of the assigning Lender's Commitment(s) and outstanding Loans, the Borrower shall not have responded within ten amount of the Commitment(s) and outstanding principal amount of Loans of the assigning Lender (10x) Business Days of a written request for subject to each such consent); provided that:assignment and (y) retained after giving

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and (a) the Loans and (b) Revenue Interests at the time owing to it); provided, that, (i) subject tono such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, except (B) to any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural Person, and (ii) no Lender may separate its rights and obligations with respect to the Loans owing to it from the Revenue Interests owing to it in any such assignment. Neither the Borrower nor any other Loan Party may assign any of its rights or obligations under this Agreement or any of the other Loan Documents. From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund Assignment and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent Assumption covering all of the Administrative Agentassigning Lender’s rights and obligations under this Agreement, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) such Lender shall have occurred and be continuing, the Borrower (each such consent not cease to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:party 100

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if “Trade Date” is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $5,000,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be deemed approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund of the Borrower and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the Administrative Agent must give their prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as to such assignment (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(awhich consent shall not be unreasonably withheld), (b), (gii) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed an assignment to a Disqualified InstitutionLender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance 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, (iii) 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, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (f) or (g) of Article VI has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 8.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund ), and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of (A) the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, (B) so long as (other than in the case of a proposed assignment to a Disqualified Institution1) no Event of Default under Section 8.01(a), (b), (d) (solely as a result of a breach of Section 6.08), (g), (h) or (hm) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a), (b), (c) or (d)) shall have occurred and be continuingcontinuing or (2) with respect to the elevation of any participation to an assignment, if Owl Rock, in its sole discretion, determines the assignment is necessary to comply with or avoid the consequences of a determination by any regulatory authority, including the Securities and Exchange Commission or court of law, in each case, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent), and (C) in the case of Revolving Commitments or Revolving Loans, the Issuing Bank and the Swingline Lender (in the case of clauses (A), (B) and (C), such consent not to be unreasonably withheld, conditioned or delayed); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) ), subject to, (i) except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund with respect to a Lender (in each case case, other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in (ii) each applicable Issuing Bank at the case time of such assignment (such consent not to be unreasonably withheld or delayed); provided, that no consent of the applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Loans, the Issuing Bank, and, Exposure and (iii) so long as (other than in the case of a proposed assignment to a Disqualified Institution, for which the Borrower’s consent (the request for such consent to be delivered both to the Borrower and the Sponsor) shall always be required) no Event of Default under Section 8.01(a), (b), (g) with respect to the Borrower, or (h) with respect to the Borrower shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the request for such consent to be delivered both to the Borrower and the Sponsor; and the Borrower’s consent to any such assignment to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall has not have responded within ten (10) Business Days of a written request for such consent); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) ), subject to, (i) except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender Lender, an Affiliated Debt Fund, the Borrower or an Affiliate of the Borrower (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, (ii) so long as (other than in the case of a proposed assignment to a Disqualified Institution, for which the Borrower’s consent (the request for such consent to be delivered both to the Borrower and the Sponsor) shall always be required; and provided that the Borrower shall have the right to withhold or delay their consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) no Event of Default under Section 8.01(a), (b), (g) with respect to the Borrower, or (h) with respect to the Borrower shall have occurred and be continuing, the Borrower (each the request for such consent not to be unreasonably withheld or delayeddelivered both to the Borrower and the Sponsor; and the Borrower’s consent to any such assignment to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall has not have responded within ten (10) Business Days of a written request for such consent); provided that:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as (other than in the case of a proposed an assignment to such an Affiliate that would impose costs on the Borrower pursuant to Section 2.12 or 2.14 in excess of those costs incurred prior to such assignment), each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Disqualified InstitutionLender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment(s), the amount of the Commitment(s) no of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance 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, (iii) 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, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under Section 8.01(a), (b8.01(f), (g) or (hi) shall have has occurred and be is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Borrower assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except and, in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:an Assignment and Acceptance covering

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) ); provided that any such assignment shall be subject to, except to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Revolving Lender (such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); the Borrower’s consent provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be deemed to have treated as a single assignment for purposes of determining whether such minimum amount has been given if (met; provided, further that except in the case of a proposed an assignment to an existing Lender, all assignments of Loans made to the Parent shall be in a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:minimum amount equal to or greater than EUR 50,000 or its Dollar Equivalent.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.04(b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it) subject to, except it under such Facility or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in each case other the Assignment and Assumption, as of the Trade Date, shall not be less than a Disqualified Institution) or an Affiliated Debt Fund and (y) $10,000,000, in the case of any assignment in respect of any Revolving Commitments Facility, or Revolving Loans$1,000,000, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loansany assignment in respect of any Term Facility, unless each of the Issuing Bank, Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower Company otherwise consents (each such consent not to be unreasonably withheld or delayed); the Borrower’s consent provided, however, that concurrent assignments to be deemed to have been given if (except in the case members of a proposed assignment an Assignee Group and concurrent assignments from members of an Assignee Group to a Disqualified Institutionsingle Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) the Borrower shall not have responded within ten (10) Business Days will be treated as a single assignment for purposes of a written request for determining whether such consent); provided that:minimum amount has been met;

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), 47012838_8 participations in L/C Obligations and in Swing Line Loans) at the time owing to it) ); provided that any such assignment shall be subject to, except to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Revolving Lender (such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in each casethe Assignment and Assumption, other as of the Trade Date, shall not be less than a Disqualified Institution)$5,000,000 and, after giving effect to any assignment of Commitments, the prior written consent assignor shall not have a Commitment of less than $10,000,000 and the assignee shall have a Commitment of not less than $5,000,000 unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) subject to, except in unless an Event of Default has occurred and is continuing or the case of an assignment is to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent of assigning Lender shall have provided ten (10) days advance notice to the Administrative AgentBorrower, and (ii) except in the case of Revolving Commitments an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Revolving Loansin the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the Issuing Bankaggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender 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 or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent Loans and Commitments, and rights and obligations with respect thereto, assigned; (iv) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be deemed a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed assignment party hereto but shall continue to a Disqualified Institution) be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund of the relevant Borrower and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the Administrative Agent must give their prior written consent of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, and, so long as to such assignment (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(awhich consent shall not be unreasonably withheld), (b), (gii) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed an assignment to a Disqualified InstitutionLender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the relevant Borrower and the Administrative Agent otherwise consent, (iii) 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, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (j) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have responded within ten (10) Business Days the rights and obligations of a written request Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such consent); provided that:Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section. 364-DAY CREDIT AGREEMENT

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans, participations in L/C Obligations and in Swing Line Loans); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it) subject to, except it or in the case of an assignment to (x) in the case of Term Loan Commitments a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (with respect to assignments of the Revolving Lender Credit Facility) or $1,000,000 (in each case, other than a Disqualified Institutionwith respect to assignments of either Term Facility), the prior written consent (ii) each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; delayed and, in any case, the Borrower’s consent to Borrower shall be deemed to have been given if consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), (iii) 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 with respect to the Loans or the Commitment assigned, except that this clause (iii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis (it being understood that after the First Amendment Effective Date and during the Delayed Draw Availability Period, any assignment of the Term A Facility will include both outstanding Initial Term A Loans and unfunded Delayed Draw Term Commitments on a ratable basis), (iv) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of a proposed an assignment to a Disqualified InstitutionLender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not have responded within ten (10) Business Days comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such rights and obligations in accordance with Section 10.06(d). In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent); provided that:, to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender 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 or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent, and in the case of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); the Borrower’s consent to (ii) each partial assignment shall be deemed to have been given if (except in the case made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuers unless the Person that is the proposed assignment to assignee is itself a Disqualified InstitutionLender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the Borrower parties to each assignment shall not have responded within ten execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (10) Business Days unless the Eligible Assignee is an Affiliate of a written request for such consent); provided that:Lender, in -77-

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); PROVIDED that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) such assignment is delivered to Agent or, if "Trade Date" is specified in the case of Revolving Commitments or Revolving LoansAssignment and Assumption, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent as of the Administrative AgentTrade Date, and in the case shall not be less than $2,500,000 unless each of Revolving Commitments or Revolving Loans, the Issuing Bank, Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrower’s consent assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be deemed approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the 47 Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Exposure and in Swing Line Loans) at the time owing to it); provided, that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative AgentAgent or, and if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, the Issuing Bank, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be deemed approved by Administrative Agent, the L/C Issuers, and the Swing Line Lenders unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 15.11, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.4, 4.5, and 15.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) subject to, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to (x) it or in the case of Term Loan Commitments an assignment to a Lender or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution)Lender, the prior written consent aggregate amount of the Administrative AgentCommitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the case Assignment and Assumption, as of Revolving Commitments or Revolving Loansthe Trade Date, the Issuing Bank, shall not be less than $1,000,000 unless each of Agent and, so long as (other than in the case of a proposed assignment to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have has occurred and be is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender’s consent rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be deemed approved by Agent unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender, or an Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06, payable by the assigning Lender and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have been given if the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (except and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a proposed party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment to or transfer by a Disqualified Institution) the Borrower Lender of rights or obligations under this Agreement that does not comply with this subsection shall not have responded within ten (10) Business Days be treated for purposes of this Agreement as a sale by such Lender of a written request for participation in such consent); provided that:rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject tomay, except in the case of an assignment to (x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of a Lender, an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or an Affiliated Debt Fund and (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund with respect to a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and with prior notice to the Borrowers, but without the consent of the Borrowers, assign to any Person reasonably acceptable to the Borrowers (each an "Assignee" and collectively, the "Assignees") all or a portion of such Lender's Commitments. Any Lender which elects to make such an assignment shall pay to the Agent, for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the case amount of Revolving Three Thousand Dollars ($3,000.00). Such Lender and its Assignee shall notify the Agent and the Borrowers in writing of the date on which the assignment is to be effective (the "Adjustment Date"). On or before the Adjustment Date, the assigning Lender, the Agent, the Borrowers and the respective Assignee shall execute and deliver a written assignment agreement in the form attached hereto as EXHIBIT F, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of any assigning Lender following an assignment made in accordance with this Section 8.5, the Borrowers shall issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the assigning Lender. In addition, notwithstanding the foregoing, any Lender may at any time pledge all or any portion of such Lender's rights under this Agreement, any of the Commitments or Revolving Loans, any of the Issuing Bank, and, so long as (other than in the case of a proposed assignment Obligations to a Disqualified Institution) no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing, the Borrower (each such consent not to be unreasonably withheld or delayed; the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent); provided that:Federal Reserve Bank.