Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of 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) an 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, 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 and Assumption covering all of a 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 Section 5 and Section 12.03. Any assignment or transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arranger or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender's rights and obligations under this Agreement with respect to such the Loan 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 tranches on a non-pro rata basis; 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 a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s '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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Revolver Commitment and the Loans Revolver Advances at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolver Commitment and the Revolver Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Revolver Commitment (which for this purpose includes Revolver Advances outstanding thereunder) or, that if the applicable Revolver Commitment is not then in effect, the principal outstanding balance of the Revolver Advances 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 no Default has occurred and is continuing, the Borrower otherwise consent (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 Borrower, an Affiliate the Revolver Advances or the Revolver Commitment assigned; (iii) any assignment of Borrower, or any employees or directors of Borrower or any other a Revolver Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Revolver Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) the Administrative Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 8.03 and Section 12.039.03 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 12.05(b) 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 Section 12.05(e)paragraph (d) of this Section.

Assignments by Lenders. Any of the Lenders Each Lender may at any time assign to one or more Eligible Transferees (orAssignees all or any portion of such Lender’s interests, if an Event of Default has occurred rights and is continuingobligations set forth in this Agreement or the other Credit Documents, to any Person) including all or a portion of their its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) 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 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 of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement (including all or a portion of the Commitment and with respect to 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 and Commitments assigned (which restriction except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (Ad) the parties to each such assignment shall execute and deliver an assignment Assignment And Assumption to the Administrative Agent, 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 a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request any blue sky Laws or other Laws of any regulatory agency; or (y) upon the occurrence of a defaultstate. Upon such execution, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactionsdelivery, 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)acceptance and recording, from and after the effective date specified in each Assignment and And Assumption, which effective date is at least five (5) Business Days after the assignee execution thereof, (a) the Assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by provided in such Assignment and And Assumption, have the rights rights, duties, and obligations of the Lenders under this Agreementa Lender hereunder, and correspondingly (b) the assigning Lender thereunder shall, to the extent of the interest assigned by provided in such Assignment and And Assumption, be released from its duties and obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to all indemnification and reimbursement rights provided to the benefits Lenders by the Borrowers pursuant to any of Section 5 the Credit Documents with respect to facts, events, and Section 12.03circumstances 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 this Agreement the Credit Documents that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Assignments by Lenders. (i) Any of the Lenders Lender may at any time assign to one (1) or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including with respect to all or a portion of the Commitment its Revolving Credit Commitment(s) and the Loans at the time owing to it. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit 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 such Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of the Revolving Facility, or less than $1.0 million, in the case of any assignment in respect of the Term Facility (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two (2) or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two (2) or more lenders that are Affiliates) unless each of the Administrative Agent and the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (B) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such Lender’s own financing the Facility or securitization transactionsthe Revolving Credit Commitment assigned, or except that this clause (B) shall not prohibit any Lender from assigning all or a pledge portion of assets its rights and obligations among separate Facilities on a non-pro rata basis; (C) 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 (unless otherwise waived or reduced by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a Lender in connection with such Lender’s own financing or securitization transactions), shall deliver to the Administrative Agent an Administrative Questionnaire; and (D) the Eligible Assignee provides the Borrower and the Administrative Agent the forms required by Section 10.1(b) prior to the assignment. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to clause (c) of this Section 12.05(c)10.10, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 8.4, 10.1(a) and 10.13 and subject to any obligations hereunder with respect to facts and circumstances occurring prior to the effective date of such assignment. All parties hereto consent that assignments to the Borrower permitted by the terms hereof shall not be construed as violating pro rata, optional redemption or any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by the Borrower of any Loans and/or Revolving Credit Commitments the same shall be deemed cancelled and no longer outstanding for any purpose under this Agreement, including without limitation, Section 5 10.11, and Section 12.03. Any assignment or transfer by in no event shall the Borrower have any rights of a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)or any other Loan Document.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its rights and obligations with respect to its Commitment, the Commitment Loans and the Loans at Letters of Credit) with the time owing prior written consent (such consent not to it); providedbe unreasonably withheld, howeverconditioned or delayed) of: (A) the Borrower, provided that no such assignment consent of the Borrower shall be made required for an assignment to Borrowera Lender, an Affiliate of Borrowera Lender that is an Approved Bank, an Approved Fund (as defined below) or, if an Event of Default under clause (a), (b), (h) or any employees or directors (i) of Borrower or Article VII has occurred and is continuing, for any other Person assignment or delegation; provided, further, that is not an Eligible Transferee 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 ten Business Days after having received written notice thereof; and (which restriction B) the Administrative Agent and, to the extent such assignment would increase the assignee’s obligation under Section 2.22(g) to participate in Letters of Credit, each Issuer. (ii) Assignments and delegations shall not apply be subject to the following conditions: (A) except in the case of an assignment by and delegation to 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 an Affiliate of a defaultLender or an Approved Fund or an assignment and delegation of the entire remaining amount of the assigning Lender’s Commitment or Loans, event the amount of default the Commitment or similar occurrence 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 Lender’s own financing assignment and delegation or, if not 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) shall not be less than $5,000,000 or securitization transactionsan integral multiple thereof, unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld, conditioned or delayed), provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing; (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing or securitization transactions). Subject rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the recording thereof by Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that (1) the Lenders Administrative Agent may, in its sole discretion, elect to waive such fee in the case of any assignment and (2) with respect to any assignment and delegation pursuant to Section 12.05(c2.19 (“Assignment of Loans and Commitments Under Certain Circumstances”), Section 2.21(c) (“Extensions of Maturity Date”) or Section 9.08(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto; (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.18(g) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws; (E) such assignee shall not be entitled to receive any greater payment under Section 2.12 (Reserve Requirements; Change in Circumstances) or 2.14 (Indemnity) than the applicable assignor would have been entitled to receive, unless the assignment to such assignee is made with the Borrower’s prior written consent or unless the right to a greater payment results from a Change in Law after the assignee becomes a Lender with respect to such assignment; and (F) such assignee shall be a Person who is a Professional Lender. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, Assumption the assignee thereunder shall be a party hereto with respect to this Agreement the interests assumed and, to the extent of the interest assigned by and delegated under such Assignment and Assumption, have the rights and obligations of the Lenders a Lender and if such Lender is an Issuer, as Issuer under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.12 (“Reserve Requirements; Change in Circumstances”), 2.14 (“Indemnity”), 2.18 (“Taxes”) and Section 12.039.05 (“Expenses; Indemnity”)) and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid); provided that, except to the extent otherwise agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender. Any assignment assignment, delegation or other transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e9.04(c) (“Participations”). (iv) The Administrative Agent shall maintain at its address referred to in Section 9.01 a copy of each Assignment and Assumption delivered to and accepted by it and shall record in the Register the names and addresses of the Lenders and Issuers and the principal amount of the Loans and Reimbursement Obligations owing to each Lender from time to time and the Commitments of each Lender. Any assignment pursuant to this Section 9.04 shall not be effective until such assignment is recorded in the Register. (v) Upon its receipt of a duly completed Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on an Approved Electronic Platform) executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and any tax forms required by Section 2.18(g), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment to the extent required by paragraph (b) of this Section, the Administrative Agent shall promptly (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Register and (iii) give notice thereof to the Borrower; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent has not received any written consent required by this Section or reasonably believes that such Assignment and Assumption is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment shall be effective for purposes of this Agreement until it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) 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 above, 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 the 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, the Issuer and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Ratable Portion of all Loans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the provisions of this clause (vi), then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans (including for purposes of this subsection (b), any Participation Interests in the Letters of Credit and Swing Line Loans) at the time owing to it); provided, however, that: (i) except in the case of any assignment in connection with the primary syndication of the Commitments and Loans made by Barclays Bank PLC to an Eligible Assignee previously identified to the U.S. Borrower, or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans of the applicable Class, as the case may be, owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (A) the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the Revolving Commitments are not then in effect, the principal outstanding balance of the Revolving 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 no Event of Default has occurred and is continuing, the applicable Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) and (B) the aggregate amount of any Term Loans of an assigning Lender subject to each such assignments, 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, so long as no Event of Default has occurred and is continuing, the applicable Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 Lenders’ 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) 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 $3,500; 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; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) No such assignment shall be made to Borrower, an Affiliate any Defaulting Lender or any of Borrowerits Subsidiaries, or any employees or directors Person who, upon becoming a Lender hereunder, would constitute any of Borrower or the foregoing Persons described in this subclause (iv); and (v) 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 Person that is not conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Eligible Transferee aggregate amount sufficient, upon distribution thereof as appropriate (which restriction shall may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the applicable Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not apply funded by the Defaulting Lender, to (A) an assignment by a Lender in connection with each of which the applicable assignee and assignor hereby irrevocably consent), to (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of Administrative Agent or any regulatory agency; or Lender hereunder (and interest accrued thereon) and (y) upon 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 occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection 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 subsection (d) of this Section 12.05(e)10.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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 Swing Line Loans) at the time owing to it); 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans; (Aiii) an any assignment of a Commitment must be approved by the Administrative Agent and the Swing Line Lender (each such consent not to be 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, to the extent that any such Assignment and Assumption is to be cleared through an electronic clearing system, the Administrative Agent currently intends, based on circumstances existing on the date hereof, to use the ClearPar Settlement System, to the extent practicable and consistent with then current practice), together with a processing and recordation fee in connection with (x) assignments by the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such Lender due to a forced divestiture at processing and recordation fee in the request case of any regulatory agency; or (y) upon assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the occurrence of a default, 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)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Revolver Commitment and the Loans Revolver Advances at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolver Commitment and the Revolver Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Revolver Commitment (which for this purpose includes Revolver Advances outstanding thereunder) or, if the applicable Revolver Commitment is not then in effect, the principal outstanding balance of the Revolver Advances 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 $10,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and 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 Revolver Advances or the Revolver Commitment assigned; (iii) no assignment shall be made to any Defaulting Lender or its Subsidiaries or Affiliates, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iii); (iv) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (v) any assignment of a Revolver Commitment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with a Revolver Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (vi) 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; and (vii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be made effective unless and until, in addition to Borrowerthe other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Affiliate aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of Borrowerparticipations or subparticipations, or any employees or directors other compensating actions, including funding, with the consent of the Borrower or any other Person that is and the Administrative Agent, the applicable pro rata share of Advances previously requested but not an Eligible Transferee (funded by the Defaulting Lender, to each of which restriction shall not apply the applicable assignee and assignor hereby irrevocably consent), to (A) an assignment by a Lender in connection with (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of any regulatory agency; or Administrative Agent, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) upon acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Swing Advances in accordance with its Applicable Percentage. Notwithstanding the occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 8.03 and Section 12.039.03 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) 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 Section 12.05(e)paragraph (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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) 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 $5,000,000.00 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (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 Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an 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 in connection (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 (x) assignments by such Lender due a processing and recordation fee of $3,500.00, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, 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). Administrative Agent an Administrative Questionnaire Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to any Borrower, an Affiliate of any Borrower, or any employees or directors of any Borrower or at any other Person time. So long as no Event of Default has occurred and is continuing, any assignment to Eligible Transferees that is not an 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 Transferee (which restriction shall not apply to (A) an assignment by a Lender Transferees in connection with (x) assignments by a securitization transaction or other leveraged arrangement that such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence Lenders may enter into with respect to such Lender’s own financing or securitization transactionstheir loan portfolios without Borrower consent. Notwithstanding the foregoing, or (B) a pledge each Lender may assign its rights and obligations under this Agreement at any time to an Affiliate of assets by a the Lender in connection with such Lender’s own financing or securitization transactions)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 AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, 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 AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a 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 Section 5 and Section 12.03. Any assignment or transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans (including for purposes of this §15.1.2, participations in Letters of Credit and in Swing Line Loans) at the time owing to it); provided that (a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Revolving Credit Loans or Term Loan, as the case may be, at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Revolving Credit Loans or of the portion of the Term Loan, as the case may be, 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 no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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; (b) each partial assignment of Commitments and Revolving Credit Loans 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) as an 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, event proportionate part 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 all 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 and Assumption covering all of a Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Revolving Credit Loans, participations in Swing Line Loans and Letters of Credit or the Commitment assigned, except that this clause (b) shall not apply to rights in respect of Swing Line Loans of the Swing Line Lender; (c) 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); 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 in the amount of $3,500.00 (provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such Lender processing and recordation fee in the case of any assignment), and the Eligible Assignee, if it shall cease to not be a party hereto) but Lender, shall continue to be entitled deliver to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)Administrative Agent an Administrative Questionnaire.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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 any such assignment shall be subject to the following conditions: 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 $500,000 in the case of any assignment, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative 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 assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned. iii. No consent shall be required for any assignment except to the extent required by subsection (b)(i) and (b)(v)of this Section and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of the L/C Issuer shall be required for any assignment in respect of a Revolving Credit Commitment. 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 of $3,500 payable to the Administrative Agent; 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. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. v. Except as agreed by the Administrative Agent and the Required Lenders (a) prior to an Event of Default, no such assignment shall be made (I) to any Credit Party or any Affiliate or Subsidiary of any Credit Party, (II) 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 (II) or (III) to a natural person and (b) subject to Section 10.06(b)(vi), prior to a Specified Event of Default no such assignment shall be made to Borrowerany Prohibited Assignee. In addition, an Affiliate the consent of Borrower, or the Borrower Representative shall be required with respect to any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due prior to a forced divestiture at an Event of Default, with respect to an assignment to the request of any regulatory agency; or Persons described in clauses (a)(II), (a)(III), and (y) upon the occurrence prior to a Specified Event of a defaultDefault, event of default or similar occurrence with respect to an assignment to the Persons described in clause (b). For the avoidance of doubt, the consent of the Borrower Representative shall not be required following an Event of Default in the case of an assignment described in clause (x) of the preceding sentence or following a Specified Event of Default in the case of an assignment described in clause (y) of the preceding sentence. vi. Prior to any assignment to a Prohibited Assignee following a Specified Event of Default pursuant to Section 10.06(b)(v)(b), (x) the Borrowers shall have five (5) Business Days following notice to Borrowers of any proposed assignment to a Prohibited Assignee to repay all Obligations together with all accrued and unpaid interest and fees thereon (including, for the avoidance of doubt, any early termination fee due thereupon) and (y) the Sponsors shall have five (5) Business Days following notice to Borrowers of any proposed assignment to a Prohibited Assignee to purchase from the Lenders in immediately available funds the full amount (at par) of all Obligations together with all accrued and unpaid interest and fees thereon (including, for the avoidance of doubt, any early termination fee due thereupon), all in amounts as specified by the Administrative Agent and determined in good faith and subject to documentation reasonably acceptable to the Administrative Agent and without recourse or warranty. vii. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such Lender’s own financing 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 securitization transactionssubparticipations, or other compensating actions, including funding, with the consent of the Borrowers 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 (Bx) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer 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 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 pledge Defaulting Lender for all purposes of assets by a Lender in connection with this Agreement until such Lender’s own financing or securitization transactions)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 and obligations of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Upon request, the Borrowers (at their 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of 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 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 other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request Affiliate of any regulatory agency; or (y) upon the occurrence of a default, 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)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 AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, 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 AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a 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 Section 5 and Section 12.03. Any assignment or transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its Commitments and its Loans (at the time owing to it)); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitments or 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 an “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 no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to any Person) all be unreasonably withheld or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to itdelayed); provided, however, that no 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 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) as an 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, event proportionate part 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 all 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 and Assumption covering all of a Lender’s rights and obligations under this AgreementLoan Agreement with respect to the Commitments and Loans assigned; (iii) no consent shall be required for any assignment to an Eligible Assignee except to the extent required by paragraph (b)(i) of this Section and, in addition: (A) the consent of the Borrower (such Lender shall cease consent not 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 of rights or obligations under this Agreement that does not comply with this Section 12.05(bunreasonably withheld) shall be treated required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for purposes assignments if such assignment is to a Person that is not a Lender, an Affiliate of this Agreement as a sale by such Lender of a participation in or an Approved Fund with respect to such rights and obligations in accordance with Section 12.05(e)Lender.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrowera 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 has occurred and is continuing, for any other 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 Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any employees portion of a Term Commitment or directors Term Loan to a Lender, an Affiliate of Borrower 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 Commitment or any other Person that is not an Eligible Transferee Lender’s obligations in respect of its LC Exposure and (which restriction 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. (ii) Assignments and delegations shall not apply be subject to the following additional conditions: (A) except in the case of an assignment by and delegation to a Lender, an Affiliate of a Lender in connection with (x) assignments by such Lender due to a forced divestiture at or an Approved Fund or an assignment and delegation of the request entire remaining amount of the assigning Lender’s Commitment or Loans of any regulatory agency; Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (y) upon determined as of the occurrence of a default, event of default or similar occurrence trade date specified in the Assignment and Assumption with respect to such Lender’s own financing 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) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or securitization transactionsto two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing rights and obligations under this Agreement; provided 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 securitization transactions). Subject Loans, (C) the parties to each assignment and delegation shall execute and deliver to the recording thereof 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 Lenders Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 12.05(c2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) 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 hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 (and Section 12.03subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e9.04(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices 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 amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any Lender may, with the consent of the Lenders may at any time Administrative Agent, assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, howeverthe aggregate amount of the Commitment or 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 $1.0 million with respect to Commitments and Loans unless, in each case, the Administrative Agent and the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that no 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 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; and (iii) the parties of 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 $3,500; 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. The Eligible Assignee, if it shall not be a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance by the Administrative Agent and obtaining of required consents and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0310.04 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 the applicable 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 Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights null and obligations in accordance with Section 12.05(e).void

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required for an assignment and delegation to Borrowera Lender, an Affiliate of Borrowera Lender, an Approved Fund 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 ten 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 employees portion of a Term Loan to a Lender, an Affiliate of a Lender or directors an Approved Fund and (C) each Issuing Bank, in the case of Borrower any assignment and delegation of all or a portion of a Revolving Commitment or any other Person that is not an Eligible Transferee Lender’s obligations in respect of its LC Exposure. (which restriction ii) Assignments and delegations shall not apply be subject to the following additional conditions: (A) except in the case of an assignment by and delegation to a Lender, an Affiliate of a Lender in connection with (x) assignments by such Lender due to a forced divestiture at or an Approved Fund or an assignment and delegation of the request entire remaining amount of the assigning Lender’s Commitment or Loans of any regulatory agency; Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (y) upon determined as of the occurrence of a default, event of default or similar occurrence trade date specified in the Assignment and Assumption with respect to such Lender’s own financing 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) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld, conditioned or securitization transactionsdelayed); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, or (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing rights and obligations under this Agreement; provided 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 securitization transactions). Subject Loans, (C) the parties to each assignment and delegation shall execute and deliver to the recording thereof by 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 Lenders event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds of such Lender and (2) with respect to any assignment pursuant to Section 12.05(c2.18(b) or 9.02(c), the parties hereto agree that such assignment may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.16(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 (and Section 12.03subject to the obligations and limitations of) Sections 2.14, 2.15, 2.16 and 9.03 and, subject to the terms of the applicable Assignment and Assumption, to any interest, fees and other amounts payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) 9.04 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 12.05(e9.04(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices 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 amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.16(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment and delegation required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section 9.04 or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section 9.04 with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided 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 or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, unless the Administrative Agent and, so long as no Default has occurred and is continuing, Borrowers otherwise consent (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 Borrowerthe Loan 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 tranches on a non-pro rata basis; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Affiliate Assignment and Assumption, together with a processing and recordation fee of Borrower$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) in the case of an assignment to Borrowers, Holdings or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to Subsidiary Guarantor, (A) an assignment by such assigned Loans or Commitments may not be further assigned to any person other than to a Borrower, Holdings or any Subsidiary Guarantor, (B) the Borrowers, Holdings or any Subsidiary Guarantor shall not be entitled to participate as a Lender in any Lender meetings, (C) the Borrowers, Holdings or any Subsidiary Guarantor shall not be permitted to vote in connection with any amendment, modification, waiver, consent or other action with respect to the terms of any Loan Document, other than with respect to any such amendment, modification, waiver, consent or other action described in clauses (xi) assignments through (xiv) of Section 10.02(b); provided that no amendment, modification, waiver, consent or other action to any Loan Document shall deprive the Borrowers, Holdings or any Subsidiary Guarantor of its pro rata share of any payments to which it is entitled to share in its capacity as a Lender under the Loan Documents; provided, further that the Administrative Agent is authorized to automatically deem any Loans or unused Commitments held by such Lender due any Borrower, Holdings or any Subsidiary Guarantor to a forced divestiture be voted (and, at the request of the Supermajority Lenders, is authorized to appoint an independent third party reasonably acceptable to such Supermajority Lenders as attorney in fact for any regulatory agency; such Borrower, Holdings or (y) upon the occurrence of a default, event of default or similar occurrence any such Subsidiary Guarantor with respect to such Loans and/or unused Commitments then held by any such Borrower, Holdings or any such Subsidiary Guarantor to be voted) pro rata according to the Loans and unused Commitments of all other Lenders in the aggregate (other than any Borrower, Holdings or Subsidiary Guarantor that is a Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with any such Lender’s own financing amendment, modification, waiver, consent or securitization transactionsother action (including, without limitation, all voting and consent rights arising out of any bankruptcy or other insolvency proceedings, including voting on any plan of reorganization), and (D) prior to consummating any proposed assignment of the Loans and/or Commitments to Borrowers, Holdings or any Subsidiary Guarantor (a “Proposed Assignment”), Borrowers, Holdings or such Subsidiary Guarantor, as applicable, shall notify each Lender of the principal amount and purchase price (specified as a percentage of par) of such Proposed Assignment and shall offer each Lender the right to participate on a pro rata basis in such Proposed Assignment, which offer shall remain open for at least five Business Days. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.11, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers up to three (3) months after the Closing Date or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Funding Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall be an integral multiple of $1.0 million and not less than $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, unless each of the Funding Agent and, so long as no Event of Default has occurred and is continuing, Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loan 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 Classes on a non-pro rata basis; and (iii) the parties to each assignment shall execute and deliver to the Funding 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’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)shall deliver to the Funding Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Funding Agent pursuant to paragraph (c) of this Section 12.05(c)11.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 2.06(j), Section 2.12, Section 2.13, Section 2.15, Section 2.16, Section 2.21, Section 7.10 and Section 12.0311.03 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 12.05(b) 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 (d) of this Section 12.05(e)11.04. In the event of a transfer by novation of all or part of its rights and obligations under this Agreement by a Lender, such Lender expressly reserves the rights, powers, privileges and actions that it enjoys under any Security Documents governed by French law in favor of its Eligible Assignee, in accordance with the provisions of article 1278 et seq. of the French Code civil.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrowera 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 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 Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any employees portion of a Term Commitment or directors Term Loan to a Lender, an Affiliate of Borrower a Lender or an Approved Fund, (C) each Dollar Issuing Bank, in the case of any assignment and delegation of all or a portion of a Dollar Revolving Commitment or any other Person that is not an Eligible Transferee Lender’s obligations in respect of its Dollar LC Exposure, (which restriction 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. (ii) Assignments and delegations shall not apply be subject to the following additional conditions: (A) except in the case of an assignment by and delegation to a Lender, an Affiliate of a Lender in connection with (x) assignments by such Lender due to a forced divestiture at or an Approved Fund or an assignment and delegation of the request entire remaining amount of the assigning Lender’s Commitment or Loans of any regulatory agency; Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (y) upon determined as of the occurrence of a default, event of default or similar occurrence trade date specified in the Assignment and Assumption with respect to such Lender’s own financing 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) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or securitization transactionsto two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing rights and obligations under this Agreement; provided 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 securitization transactions). Subject Loans, (C) the parties to each assignment and delegation shall execute and deliver to the recording thereof 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 Lenders Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 12.05(c2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) 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 hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 (and Section 12.03subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e9.04(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices 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 amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing (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 Borrowerthe Loan 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 tranches on a non-pro rata basis; (iii) each of the Administrative Agent and Borrower consents to such assignment, which consents shall not be unreasonably withheld or delayed; provided that (x) no consents shall be required for an assignment to a Lender or 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) an assignment by a Lender in connection or an Approved Fund with (x) assignments by such Lender due respect to a forced divestiture at the request of any regulatory agency; or Lender and (y) upon the occurrence no consent of a defaultBorrower shall be required during an Event of Default under Section 8.01(a), event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions(b), (g) or (Bh). (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a pledge processing and recordation fee of assets by $3,500, and the Eligible Assignee, if it shall not be a Lender in connection with such Lender’s own financing or securitization transactions), shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a any portion of their its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Commitments, the Commitment Revolving Advances owing to it, and the Loans participations in Letter of Credit Obligations at the time owing to it); provided, however, that no such that (i) except in the case of an assignment shall be made of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Revolving Advances owing to Borrower, it or in the case of an assignment to a Lender or 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) an assignment by a Lender in connection or an Approved Fund with (x) assignments by respect to a Lender, the aggregate amount of the Revolving Commitments and Revolving Advances of such Lender due being assigned pursuant to a forced divestiture at each such assignment (determined as of the request date of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence Assignment and Acceptance with respect to such Lender’s own financing or securitization transactionsassignment) shall not be less than $5,000,000.00; (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, or for its acceptance and recording in the Register, an Assignment and Acceptance; and (Biii) a pledge of assets by each Eligible Assignee (other than an Eligible Assignee that is a Lender in connection with such or an Affiliate of a Lender’s own financing or securitization transactions). Subject ) shall pay to the Administrative Agent a $3,500 processing and recording fee unless such fee is waived by the Administrative Agent. Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, (A) the assignee Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders under this Agreement, a Lender hereunder and correspondingly the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of a such 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 2.09, 2.11, 10.04 and 10.05 and subject to Section 5 10.07 with respect to facts and Section 12.03circumstances 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 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided 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 or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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, and after giving effect to such assignment, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower consents (each such consent not to be unreasonably withheld or delayed); (ii) unless otherwise approved by the Administrative Agent, such assignee shall acquire an interest in the Loans of not less than $5,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof, unless such assignee is acquiring all of the assigning Lender’s Commitment; (iii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loans or the Commitment assigned; 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’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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.9, 2.11, 2.12, 11.5 and Section 12.0311.11 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 (i) to the assignee Lender and (ii) to the assignor Lender if such assignment is less than such assignor Lender’s entire commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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) 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (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 Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an 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 in connection (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 (x) assignments by such Lender due a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, 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)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans Loan at the time owing to it); provided, however, that no such provided that: (A) 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 Borrowerthe Loan and commitments assigned; (B) each partial assignment shall be in a minimum amount of Ten Million and 00/100 Dollars ($10,000,000) of the assigning Lender’s rights and obligations under this Agreement with respect to the Loan and commitments assigned or, an Affiliate if less, the total amount of Borrower, or such Lender’s rights and obligations under this Agreement; (C) any employees or directors of Borrower or any other Person Eligible Assignee that is not an existing Lender shall complete an Administrative Questionnaire in form and substance satisfactory to the Administrative Agent; (D) any Eligible Transferee Assignee that is not a financial institution shall be an Approved Fund or a Fund that is acceptable to the Administrative Agent; (which restriction E) the parties to each assignment shall not apply execute and deliver to the Administrative Agent an Assignment and Assumption, and the Administrative Agent shall promptly provide a copy of the same to the Borrower; and (AF) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request Administrative Agent or one or more of any regulatory agency; or (y) upon the occurrence of a default, 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)its Affiliates shall serve as administrative agent hereunder. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c12.6(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 4.1 and Section 12.0312.4 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 or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b12.6(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 12.05(e12.6(d).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment and the its Term Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment, that 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 the Administrative Agent and, so long as no Event of Default has occurred and 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 Term Loans, and rights and obligations with respect thereto, assigned; and (iii) the parties to Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, an Affiliate together with a processing and recordation fee of Borrower$3,500, or any employees or directors of Borrower or any other Person that is not an and the Eligible Transferee (which restriction Assignee, if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, 10.04 and Section 12.0310.05 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a any portion of their its rights and obligations under this Agreement (including including, without limitation, if such Lender is a Revolving Lender, all or a portion of its Revolving Commitments, the Commitment and the Loans Revolving Advances owing to it, its participations in Letter of Credit Obligations, and, if such Lender is a Bridge Lender, all or a portion of its Bridge Loans) at the time owing to it); provided, however, that no such that (i) except in the case of an assignment shall be made of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Revolving Advances owing to Borrowerit or the entire amount of the assigning Lender’s Bridge Loans, as applicable, or in the case of an assignment to a Lender or 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) an assignment by a Lender or an SPC (as defined in connection subsection (g) of this Section) with (x) assignments by respect to a Lender, the aggregate amount of the Revolving Commitments and Revolving Advances or Bridge Loans, as applicable, of such Lender due being assigned pursuant to a forced divestiture at each such assignment (determined as of the request date of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence Assignment and Acceptance with respect to such Lender’s own financing or securitization transactionsassignment) shall not be less than $5,000,000.00; (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, or for its acceptance and recording in the Register, an Assignment and Acceptance; and (Biii) a pledge of assets by each Eligible Assignee (other than an Eligible Assignee that is a Lender in connection with such or an Affiliate of a Lender’s own financing or securitization transactions). Subject ) shall pay to the Administrative Agent a $3,500.00 processing and recording fee. Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, (A) the assignee Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders under this Agreement, a Lender hereunder and correspondingly the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of a such 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 Section 5 Sections 2.09, 2.11, 10.04 and Section 12.0310.05 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 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Revolving Commitment and the Revolving Loans at the time owing to it); it (provided, however, that no such each 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) an 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 defaultuniform, event and not varying, percentage 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 all rights and obligations under and in respect of the Lenders under this Agreement, any applicable Revolving Loan 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 any related Revolving Commitments)); provided that: (and, i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Loans or Revolving Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption covering all 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 $2,500,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented unless it shall object thereto by written notice to the Administrative Agent within ten (10) 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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled Agreement with respect to the benefits of Section 5 and Section 12.03. Any assignment Revolving Loans or transfer by a Lender of rights or obligations the Revolving Commitments assigned under this Agreement that does not comply with this Section 12.05(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 12.05(e).the Facility;

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment of the Commitment and Loans made (A) by or to Xxxxxxx Xxxxx Bank USA or Xxxxxxx Lynch, howeverPierce, that Xxxxxx & Xxxxx Incorporated or (B) 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 a Lender or an Affiliate of a 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 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 $2.5 million unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), (g) or (h) has occurred and is continuing, Borrower otherwise consents in writing (each such consent not to be unreasonably withheld or delayed and Borrower shall have been deemed to consent to any such assignment if it has not responded within ten Business Days); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loan 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 tranches on a non-pro rata basis; 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 (which fee may be waived by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a 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)shall deliver to the Administrative Agent an Administrative Questionnaire and all relevant tax forms. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.11, 2.12, 2.14 and Section 12.0310.03 (subject to the requirements of those Sections) 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Revolving Credit Loans (including for purposes of this §15.1.2, participations in Letters of Credit and in Swing Line Loans) at the time owing to it); provided that (a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Revolving Credit Loans, as the case may be, at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Revolving Credit Loans, outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Revolving Credit 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 Five Million Dollars ($5,000,000) unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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; (b) each partial assignment of Commitments and Revolving Credit Loans 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) as an 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, event proportionate part 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 all 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 and Assumption covering all of a Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Revolving Credit Loans, such participations in Swing Line Loans and Letters of Credit or the Commitment assigned, except that this clause (b) shall not apply to rights in respect of Swing Line Loans of the Swing Line Lender; (c) any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender shall cease and, so long as no Event of Default has occurred and is continuing, the Borrower (with Borrower’s consent not to be unreasonably withheld), unless the Person that is the proposed assignee is itself (a) (i) a party heretoLender; (ii) but an Affiliate of a Lender; or (iii) an Approved Fund and (b) not a competitor of the Borrower or Borrower’s Affiliates; and (d) the parties to each assignment shall continue to be entitled execute and deliver to the benefits Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of Section 5 $3,500.00 (provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and Section 12.03. Any assignment or transfer by recordation fee in the case of any assignment), and the Eligible Assignee, if it shall not be a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) Lender, 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 12.05(e)deliver to the Administrative Agent an Administrative Questionnaire.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, however, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) 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 of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) 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 or in the case of an assignment to a Lender or an Affiliate of a 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 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 no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loan 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 tranches on a non-pro rata basis; and (C) 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’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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c10.04(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(bclause(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 12.05(e10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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) 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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, so long as no Event of Default has occurred and 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 with respect to its Revolving Commitment and its portion of the Term Loans; (iii) 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); (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 fee shall not be reimbursable by any Loan Party), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; providedand (v) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, however, that no such assignment shall be made effective unless and until, in addition to Borrowerthe other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Affiliate aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of Borrowerparticipations or subparticipations, or any employees or directors other compensating actions, including funding, with the consent of the Borrower or any other Person that is and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not an Eligible Transferee (funded by the Defaulting Lender, to each of which restriction shall not apply the applicable assignee and assignor hereby irrevocably consent), to (A) an assignment by a Lender in connection with (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of Administrative Agent or any regulatory agency; or Lender hereunder (and interest accrued thereon) and (y) upon 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 Pro Rata Share thereof. Notwithstanding the occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided, however, provided that no such assignment consent of the Borrower shall be made required (1) for assignments of Commitments or Loans of any Class to Borroweranother Lender under such Class, an Affiliate of Borrowera 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 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, (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 employees portion of a Term Commitment or directors Term Loan to a Lender, an Affiliate of Borrower 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 portion of a Revolving Commitment or any other Person that is not an Eligible Transferee Lender’s obligations in respect of its LC Exposure. (which restriction ii) Assignments and delegations shall not apply be subject to the following additional conditions: (A) except in the case of an assignment by and delegation to a Lender, an Affiliate of a Lender in connection with (x) assignments by such Lender due to a forced divestiture at or an Approved Fund or an assignment and delegation of the request entire remaining amount of the assigning Lender’s Commitment or Loans of any regulatory agency; Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (y) upon determined as of the occurrence of a default, event of default or similar occurrence trade date specified in the Assignment and Assumption with respect to such Lender’s own financing 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) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or securitization transactionsto two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing rights and obligations under this Agreement; provided 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 securitization transactions). Subject Loans, (C) the parties to each assignment and delegation shall execute and deliver to the recording thereof by Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) the Lenders Administrative Agent may waive or reduce such fee in its sole discretion and (2) with respect to any assignment and delegation pursuant to Section 12.05(c2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) 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 hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 (and Section 12.03subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e9.04(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices 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 amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a any portion of their its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitments, the Commitment Revolving Advances owing to it, participations in Letter of Credit Obligations and the Loans in Swing Line Advances) at the time owing to it); provided, however, that no such that (i) except in the case of an assignment shall be made of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Revolving Advances owing to Borrower, it or in the case of an assignment to a Lender or 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) an assignment by a Lender or an SPC (as defined in connection subsection (g) of this Section) with (x) assignments by respect to a Lender, the aggregate amount of the Revolving Commitments and Revolving Advances of such Lender due being assigned pursuant to a forced divestiture at each such assignment (determined as of the request date of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence Assignment and Acceptance with respect to such Lender’s own financing or securitization transactionsassignment) shall not be less than $5,000,000.00; (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, or for its acceptance and recording in the Register, an Assignment and Acceptance; and (Biii) a pledge of assets by each Eligible Assignee (other than an Eligible Assignee that is a Lender in connection with such or an Affiliate of a Lender’s own financing or securitization transactions). Subject ) shall pay to the Administrative Agent a $3,500 processing and recording fee. Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, (A) the assignee Eligible Assignee thereunder shall be a party to this Agreement hereto for all purposes and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders under this Agreement, a Lender hereunder and correspondingly the (B) such assigning Lender thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of a such 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 Section 5 Sections 2.09, 2.11, 10.04 and Section 12.0310.05 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 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) for an assignment and delegation to Borrowera Lender, an Affiliate of Borrowera Lender or an Approved Fund and (2) if a payment or bankruptcy Event of Default has occurred and is continuing, for any other 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 and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any employees portion of a Term Loan to a Lender, an Affiliate of a Lender or directors of Borrower or any other Person that is not an Eligible Transferee Approved Fund. (which restriction ii) Assignments and delegations shall not apply be subject to the following additional conditions: (A) except in the case of an assignment by and delegation to a Lender, an Affiliate of a Lender in connection with (x) assignments by such Lender due to a forced divestiture at or an Approved Fund or an assignment and delegation of the request entire remaining amount of the assigning Lender’s Commitment or Loans of any regulatory agency; Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (y) upon determined as of the occurrence of a default, event of default or similar occurrence trade date specified in the Assignment and Assumption with respect to such Lender’s own financing 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) shall not be less than $1,000,000 (treating contemporaneous assignments by or securitization transactionsto two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing rights and obligations under this Agreement; provided 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 securitization transactions). Subject Loans, (C) the parties to each assignment and delegation shall execute and deliver to the recording thereof 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 Lenders Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 12.05(c2.17(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.15(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) 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 hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 (and Section 12.03subject to the obligations and limitations of) Sections 2.13, 2.15 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e9.04(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices 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 amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.15(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any of On or after the Lenders Effective Date, any Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans or 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 a Lender or an Affiliate of a 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 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 in respect of Loans and/or Commitments, and unless in each case each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no the Borrower shall be deemed to have 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 from the Administrative Agent; (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loan 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 tranches on a non-pro rata basis; 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 a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans Loan at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) Borrower; provided, however, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided further that when required, Borrower's consent shall be deemed to have been given unless Borrower objects to such assignment within ten Business Days after receiving notice of such assignment; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender's portion of the Loan at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, 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 $5.0 million, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender's rights and obligations under this Agreement with respect to such the Loan assigned; and (C) 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’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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)8.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s '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 Section 5 Sections 2.10, 2.11, 2.13 and Section 12.038.03 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 12.05(b) 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 Section 12.05(e8.04(d).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that: (i) except if an Event of Default has occurred and is continuing or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, that if the applicable Commitment is not then in effect, the Outstanding Principal 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 Assignment and Assumption, as of the Trade Date) shall not be less than Cdn.$5,000,000 (or, in the case of Revolving Loans, Cdn.$1,000,000) (and in each case increments of Cdn.$1,000,000 in excess thereof) (or, if less, all of such Lender’s remaining Loans and applicable Commitments under the applicable Credit Facility) and the minimum amount of any Commitment retained, if any, by the assigning Lender shall be not less than Cdn.$5,000,000 unless each of the Agent and, so long as no Event of Default has occurred and is continuing under Section 12.1(a), 12.1(b), 12.1(e) or 12.1(f), the Borrower otherwise consents to a lower amount (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 Borrowerthe Outstanding Principal or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (Aiii) any assignment must be approved by the Agent and (in the case of an assignment by a Lender of Revolving Loans or Revolving Commitment) the Fronting Lender(s) (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender (other than a Defaulting Lender) acting through a branch in Canada, or (B) the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender, and such Lender has agreed not to be released from its obligations under this Agreement; (iv) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender (other than a Defaulting Lender) acting through a branch in Canada, (B) the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender, and such Lender has agreed not to be released from its obligations under this Agreement and such assignment will not increase the amounts payable by the Borrower in connection with any withholding Taxes, or (xC) assignments an Event of Default has occurred and is continuing under Section 12.1(a), 12.1(b), 12.1(e) or 12.1(f); and (v) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of Cdn.$5,000 (unless waived by such Lender due the Agent) and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, 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)Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c16.2(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this AgreementAgreement and the other Loan Documents, and correspondingly including any collateral security, and, unless the assigning Lender has agreed otherwise, 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 a 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 Section 5 Article 13 and Section 12.0314.1, 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 Closing 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 12.05(b) 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 Section 12.05(e16.2(d). Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to itit and LC Facility Participations); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the credit facilities provided for herein by the Joint Lead Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or LC Facility Participation or in the case of an assignment to a Lender, howeverany Affiliate of a Lender or an Approved Fund with respect to a Lender, that 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 or LC Facility Participation 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 $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments or LC Facility Participations, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loan, Commitment or LC Facility Participation assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; 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 a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c9.04(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.15, 2.16, 2.17 and Section 12.039.05 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 12.05(b) 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 Section 12.05(e9.04(d). Without the consent of Borrower (which consent shall not be unreasonably withheld) and the Administrative Agent and the LC Facility Issuing Bank, the LC Facility Deposit of any LC Facility Lender shall not be released in connection with any assignment by such LC Facility Lender, but shall instead be purchased by the relevant assignee and continue to be held for application (to the extent not already applied) in accordance with Section 2.05 to satisfy such assignee’s obligations in respect of LC Facility LC Disbursements.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment or 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 the lesser of (x) $1.0 million and (y) all Commitments and Loans held by the assigning Lender with respect to Commitments and Loans unless, in each case, each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; and (iii) the parties of 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 $3,500; 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. The Eligible Assignee, if it is not a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 the applicable 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 Section 12.05(b) subsection 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 subsection (d) of this Section 12.05(e)10.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Revolving Credit 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) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Credit 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 no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Revolving Credit Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an 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 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 connection with (x) assignments by such Lender due 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 a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, 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)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the syndication of the Commitment and Loans by GE Capital or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, unless the applicable Administrative Agent and, so long as no Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not permit any Lender to assign all or a portion of its rights and obligations among separate tranches or to separate Lenders on a non-pro rata basis; (iii) after the Effective Date (as defined in the related Assignment and Assumption), the assigning Lender shall hold the same percentage of Canadian Revolving Loans as compared to Revolving Loans as such Lender held prior to the such Effective Date; (iv) the parties to each assignment shall execute and deliver to the applicable Administrative Agent an Assignment and Assumption, together with the Assigning Lender’s own financing or securitization transactionsoriginal Note (if any) and a processing and recordation fee of $3,500, or and the Eligible Assignee, if it shall not be a Lender, shall deliver to the applicable Administrative Agent an Administrative Questionnaire; and (Bv) a pledge in the case of assets an assignment of rights and obligations hereunder by a Canadian Lender, such Lender in connection with shall use its commercially reasonable efforts to assign such rights and obligations to an Eligible Assignee which qualifies as an Eligible Canadian Lender’s own financing or securitization transactions). Subject to the acceptance and recording thereof by the Lenders applicable Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)11.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender, including a Canadian Revolving Lender, as applicable, under this Agreement, and correspondingly 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 a 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 Section 5 2.12, Section 2.13, Section 2.15 and Section 12.0311.03 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 12.05(b) 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 (d) of this Section 12.05(e)11.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one (1) or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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 Swingline Loans) at the time owing to it); 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 $5.0 million, unless, in each case, each of the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed and provided that the Borrower shall be deemed to have 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); provided, however, it being understood that no assignments to a Lender or an Affiliate of a Lender or an Approved Fund shall not be subject to such minimum amounts; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Revolving Lender’s rights and obligations under this Agreement with respect to the Revolving Loans and the Revolving Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swingline Loans; (iii) any assignment of Revolving Commitments and Revolving Loans must be approved by the Administrative Agent, each L/C Issuer and the Swingline Lender and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided that the Borrower’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of Borrowera Revolving Lender or an Approved Fund; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, or any employees or directors together with a processing and recordation fee in the amount of Borrower or any other Person that is not an Eligible Transferee $3,500 (which restriction fee may be waived by the Administrative Agent in its discretion), and the Eligible Assignee, if it shall not apply to be a Lender, shall (A) deliver to the Administrative Agent an 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, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or Administrative Questionnaire and (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactionsdeliver to the Borrower and the Administrative Agent the forms required to be delivered pursuant to Section 3.01(e). Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 (subject to the requirements and limitations of such Sections) 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 Section 12.05(b11.06(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 12.05(e11.06(d).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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 Letter of Credit Usage and in Swing Line Loans) at the time owing to it); provided that: (i) except 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 itit (in each case with respect to any Facility) or in the case of an assignment to a Lender or an Affiliate of a 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 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 the Assignment and Assumption, as of the Trade Date, shall not be less than the Minimum Amount with respect to such Facility unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Revolving Credit (USD) Commitment or Revolving Credit (MC) Commitment must be approved by Administrative Agent (which approval will not be unreasonably withheld or delayed) and, in the case of the Revolving Credit (USD) Commitment, the Issuing Lender and the Swing Line Lender (each such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself 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, event of default or similar occurrence with respect to the applicable Facility (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 of $3,500; 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. The assignee, if it shall not be a 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)shall deliver to Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.1 through 3.4, 3.5 and Section 12.0310.4 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, Borrower (at its expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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); 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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, in the case of Revolving Credit Commitments, and not less than $1,000,000, in the case of Term Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (i) 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 Borrower, an Affiliate the Loans or the Commitment assigned; (ii) any assignment of Borrower, or any employees or directors of Borrower or any other a Commitment must be approved by the Administrative Agent and the LC 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 Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) the Administrative Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrowera 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 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 Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any employees portion of a Term Commitment or directors Term Loan to a Lender, an Affiliate of Borrower a Lender or an Approved Fund, (C) each Dollar Issuing Bank, in the case of any assignment and delegation of all or a 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 Person that is not than to a Lender or an Eligible Transferee Affiliate of a Lender). (which restriction ii) Assignments and delegations shall not apply be subject to the following additional conditions: (A) except in the case of an assignment by and delegation to a Lender, an Affiliate of a Lender in connection with (x) assignments by such Lender due to a forced divestiture at or an Approved Fund or an assignment and delegation of the request entire remaining amount of the assigning Lender’s Commitment or Loans of any regulatory agency; Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (y) upon determined as of the occurrence of a default, event of default or similar occurrence trade date specified in the Assignment and Assumption with respect to such Lender’s own financing 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) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or securitization transactionsto two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing rights and obligations under this Agreement; provided 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 securitization transactions). Subject Loans, (C) the parties to each assignment and delegation shall execute and deliver to the recording thereof 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 Lenders Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 12.05(c2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and (g) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) 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 hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 (and Section 12.03subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e9.04(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices 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 amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) and (g) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1.0 million unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loan 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 tranches on a non-pro rata basis; 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 a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (orAssignees, if an Event which, for the avoidance of Default has occurred and is continuingdoubt, to shall not include any Person) Disqualified Institution, all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans (including for purposes of this clause (b), any Participation Interests in the Letters of Credit and Swing Line Loans) at the time owing to it); provided, however, that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of (x) in the case of Revolving Commitments and/or Revolving Loans, the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the Revolving Commitments are not then in effect, the principal outstanding balance of the Revolving 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 or (y) in the case of Term Commitments and/or Term Loans, the Term Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the Term Commitments are not then in effect, the 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 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, in each case of (x) and (y), unless each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after the Borrower has received notice thereof); provided, however, that no 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 Lenders’ rights and obligations under this Agreement with respect to the class of Loans or the class of Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (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 in the amount of $3,500; 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; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) No such assignment shall be made to Borrower, an Affiliate any Defaulting Lender or any of Borrowerits Subsidiaries, or any employees or directors Person who, upon becoming a Lender hereunder, would constitute any of Borrower or the foregoing Persons described in this clause (iv); and (v) 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 Person that is not conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Eligible Transferee aggregate amount sufficient, upon distribution thereof as appropriate (which restriction shall 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 apply funded by the Defaulting Lender, to (A) an assignment by a Lender in connection with each of which the applicable assignee and assignor hereby irrevocably consent), to (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of Administrative Agent or any regulatory agency; or Lender hereunder (and interest accrued thereon) and (y) upon 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 occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)clause (c) below, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(bclause (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 12.05(e)clause (d) below.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their 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: (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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 in the case of any assignment, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative 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 assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans. (iii) No consent shall be required for any assignment except to the extent required by subsection (b)(i) of this Section and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that the Borrower Representative shall be deemed to have 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed). (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 of $3,500 payable to the Administrative Agent; 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. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) Except as agreed by the Required Lenders, no such assignment shall be made (a) to Borrowerany Credit Party or any Affiliate or Subsidiary of any Credit Party, an Affiliate (b) to any Defaulting Lender or any of Borrowerits Subsidiaries, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in connection with this clause (b), or (c) to a natural person; provided that (x) any assignments by such Lender due made to a forced divestiture at any Person described in clause (a) (which shall require the request consent of any regulatory agency; or the Required Lenders) shall be subject to the restrictions contained in the proviso to Section 10.01(g), (y) no such Person described in clause (a) shall have any right to attend (via teleconference or otherwise) any meeting or discussion (or any portion thereof) among the Administrative Agent or any Lender to which the Credit Parties are not entitled to be present and (z) no such Person described in clause (a) shall have any right to receive any information or material prepared by or for the Administrative Agent or any Lender which is not distributed by or to the Credit Parties. (vi) 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 occurrence assignee of a default, event of default participations or similar occurrence with respect to such Lender’s own financing or securitization transactionssubparticipations, or other compensating actions, including funding, with the consent of the Borrowers 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 (Bx) 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 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 pledge Defaulting Lender for all purposes of assets by this Agreement until such compliance occurs. (vii) Notwithstanding anything to the contrary contained in this Section 10.06(b), each Term Lender shall at all times hold a portion of the Revolving Credit Facility with the same Applicable Percentage as it holds the Term Loan Facility and each Revolving Credit Lender in connection shall at all times hold a portion of the Term Loan Facility with such Lender’s own financing or securitization transactions)the same Applicable Percentage as it holds the Revolving Credit Facility and, accordingly, no assignment shall be permitted under this Agreement that would permit an assignment inconsistent therewith. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 and obligations of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Upon request, the Borrowers (at their 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Revolving Lender may at any time assign to one (1) or more Eligible Transferees Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Revolving Commitment and Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Revolving Lender’s Revolving Commitment and Loans at the time owing to it or in the case of an assignment to a Revolving Lender or an Affiliate of a Revolving Lender, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if an the Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Revolving 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 $10,000,000 and integral multiples of $1,000,000 in excess thereof unless, in each case, each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to any Personbe unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all or a portion of their the assigning Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Loans or the Revolving Commitment assigned; (including all or iii) any assignment of a portion Revolving Commitment and Revolving Loans must be approved by each of the Commitment and L/C Issuers, if any, the Loans at Administrative Agent, unless the time owing to it); provided, however, Person that no such assignment shall be made to Borrower, is the proposed assignee is itself a Revolving Lender or an Affiliate of Borrower, a Revolving Lender (whether or any employees or directors of Borrower or any other Person that is not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee) and, so long as no Event of Default has occurred and is continuing, the Borrower (which restriction each such approval not to be unreasonably withheld or delayed); provided that the Borrower’s approval shall (1) not be required if the proposed assignee is a Revolving Lender or an Affiliate of a Revolving Lender and (2) be deemed to have been given if the Borrower shall have failed to object in writing to the Administrative Agent within five (5) Business Days of written notice of such assignment; 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; provided 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 apply to be a Revolving Lender, shall (A) deliver to the Administrative Agent an 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, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or Administrative Questionnaire and (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactionsdeliver to the Borrower and the Administrative Agent the forms required to be delivered pursuant to Section 3.01(e). Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to subsection (c) of this Section 12.05(c)11.06, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Revolving Lender under this Credit Agreement, and correspondingly the assigning Revolving Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Revolving Lender’s rights and obligations under this Credit Agreement, such Revolving Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0311.04 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 Revolving Note to the assignee Revolving Lender. Any assignment or transfer by a Revolving Lender of rights or obligations under this Credit Agreement that does not comply with this Section 12.05(bsubsection (b) shall be treated for purposes of this Credit Agreement as a sale by such Revolving Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 12.05(e)11.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Persons all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it) with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld); providedprovided that (i) except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a Lender (provided that the assigning Lender shall remain responsible for the performance of all obligations of such Approved Fund under the Financing Documents), howeverthe Borrower and, that no in the case of an assignment of all or a portion of any Letter of Credit Exposure of any Class, each Issuing Lender with respect to such Class in addition to the Borrower must give its prior written consent to such assignment (which consents shall not be unreasonably withheld); (ii) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment(s) or Loans of any Class, the amount of the Commitment(s) and 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 Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person provided that is not an Eligible Transferee (which restriction this clause shall not apply be construed to (A) an prohibit the 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, event proportionate part of default or similar occurrence with respect to such the assigning Lender’s own financing rights and obligations in respect of one Class of Commitments or securitization transactions, or Loans; (Biv) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject 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 and any tax documentation required hereunder; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if any Event of Default has occurred and is continuing. Upon acceptance and recording thereof by the Lenders pursuant to paragraph (d) of this Section 12.05(c)9.04, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.13, 2.14, 2.15 and Section 12.039.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) 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 Section 12.05(e)paragraph (f) of this Section.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided, however, provided that no such assignment consent of the Borrower shall be made required (1) for assignments of Commitments or Loans of any Class to Borroweranother Lender under such Class, an Affiliate of Borrowera 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 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, (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 employees portion of a Term Commitment or directors Term Loan to a Lender, an Affiliate of Borrower 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 portion of a Revolving Commitment or any other Person that is not an Eligible Transferee Lender’s obligations in respect of its LC Exposure. (which restriction ii) Assignments and delegations shall not apply be subject to the following additional conditions: (A) except in the case of an assignment by and delegation to a Lender, an Affiliate of a Lender in connection with (x) assignments by such Lender due to a forced divestiture at or an Approved Fund or an assignment and delegation of the request entire remaining amount of the assigning Lender’s Commitment or Loans of any regulatory agency; Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (y) upon determined as of the occurrence of a default, event of default or similar occurrence trade date specified in the Assignment and Assumption with respect to such Lender’s own financing 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) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or securitization transactionsto two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a pledge proportionate part of assets by a Lender in connection with such all the assigning Lender’s own financing rights and obligations under this Agreement; provided 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 securitization transactions). Subject Loans, (C) the parties to each assignment and delegation shall execute and deliver to the recording thereof 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 Lenders Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 12.05(c2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) 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 hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned and delegated 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 (and Section 12.03subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e9.04(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices 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 amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arranger or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1.0 million, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender's rights and obligations under this Agreement with respect to such the Loan 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 tranches on a non-pro rata basis; 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 a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s '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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. (i) Any of the Lenders Lender may at any time assign to one (1) or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including with respect to all or a portion of the Commitment its Revolving Credit Commitment(s) and the Loans at the time owing to it. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit 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 such Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of the Revolving Facility, or less than $1.0 million, in the case of any assignment in respect of the Term Facility (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two (2) or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two (2) or more lenders that are Affiliates) unless each of the Administrative Agent and the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (B) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such Lender’s own financing the Facility or securitization transactionsthe Revolving Credit Commitment assigned, or except that this clause (B) shall not prohibit any Lender from assigning all or a pledge portion of assets its rights and obligations among separate Facilities on a non-pro rata basis; (C) 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 (unless otherwise waived or reduced by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a Lender Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (D) the Eligible Assignee provides the Borrower and the Administrative Agent the forms required by Section 10.1(b) prior to the assignment and shall not be entitled to any additional amounts or indemnification of Taxes under Section 10.1 in connection with such Lender’s own financing or securitization transactions)excess of the amounts that would be paid to its assignor. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 8.4, 10.1(a) and Section 12.0310.13 and subject to any obligations hereunder 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 12.05(bclause (b) shall be treated void ab initio. All parties hereto consent that assignments to the Borrower permitted by the terms hereof shall not be construed as violating pro rata, optional redemption or any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by the Borrower of any Loans and/or Revolving Credit Commitments the same shall be deemed cancelled and no longer outstanding for purposes any purpose under this Agreement, including without limitation, Section 10.11, and in no event shall the Borrower have any rights of a Lender under this Agreement or any other Loan Document. (iii) Notwithstanding any other provision of this Agreement as or the Incremental Amendment No. 3 to the contrary if a sale by such 2017 Incremental Term Lender (an “Original Lender”) assigns any portion of its 2017 Incremental Term Loan Commitments and any related 2017 Incremental Term Loans at the time owing to it to one or more Eligible Assignees (other than any assignment to an additional joint lead arranger, joint bookrunner, syndication agent, documentation agent or similar agent or arranger that is appointed in connection with the 2017 Incremental Facilities) (each a “New Lender”) on or prior to the date falling on the last day of the Certain Funds Period (the “Pre-Closing Assigned Commitments”) and the New Lender defaults (the “Defaulting Assignee”) in its obligation to provide its pro rata share of a participation Credit Extension in respect of any 2017 Incremental Term Loan Commitment to be made during the Certain Funds Period, then the Original Lender which has made the assignment agrees to provide the amount that the Defaulting Assignee was obliged to provide up to the amount of the Pre-Closing Assigned Commitments and such rights Original Lender shall automatically re-acquire in full, by way of assignment, the Pre-Closing Assigned Commitments of such Defaulting Assignee. If an Original Lender is required to provide an amount which a Defaulting Assignee has failed to provide pursuant to this paragraph (a “Funding Original Lender” and obligations in accordance with Section 12.05(e“Default Amount” respectively) then (A) each other Original Lender shall promptly pay to the Funding Original Lender an amount equal to its pro rata share of the Default Amount (determined by reference to the Original Lenders’ respective original aggregate 2017 Incremental Term Loan Commitments) and (B) the Original Lenders shall effect assignments of 2017 Incremental Term Loan Commitments as between themselves to ensure that each Original Lender holds a portion of the Pre-Closing Assigned Commitments which is equal to its pro rata share of the Default Amount (determined as set out above). For the avoidance of doubt, no provision of this paragraph shall require an Original Lender to fund more than its original 2017 Incremental Term Loan Commitments as at the date of this Agreement.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing (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 Borrowerthe Loan 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 tranches on a non-pro rata basis; (iii) each of the Administrative Agent and Borrower consents to such assignment, which consents shall not be unreasonably withheld or delayed; provided that (x) no consents shall be required for an assignment to a Lender or 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) an assignment by a Lender in connection or an Approved Fund with (x) assignments by such Lender due respect to a forced divestiture at the request of any regulatory agency; or Lender and (y) upon the occurrence no consent of a defaultBorrower shall be required during an Event of Default under Section 8.01(a), event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions(b), (g) or (Bh). (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a pledge processing and recordation fee of assets by $3,500, and the Eligible Assignee, if it shall not be a Lender in connection with such Lender’s own financing or securitization transactions), shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees assignees (or, if an Event of Default has occurred and is continuing, to any Personother than Black Diamond or Ares) all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe 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, that if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1.0 million, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing (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 Borrowerthe Loan assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; (iii) each of the Administrative Agent and Borrower consents to such assignment, which consents shall not be unreasonably withheld; provided that (x) no consents shall be required for an assignment to a Lender, an Affiliate of Borrowera Lender, or any employees or directors of an Approved Fund with respect to a Lender, the Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; Borrower’s Affiliates or Subsidiaries and (y) upon the occurrence no consent of a defaultBorrower shall be required during an Event of Default under Section 8.01(a), event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions(b), (g) or (Bh); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption; (v) TCW Group and their respective Affiliates shall not be permitted to effect any assignment which would result in such persons, in the aggregate, holding less than a pledge majority of assets by the outstanding principal amount of the Loans, without the consent of the other Lenders; and (vi) the Administrative Agent shall deliver a Lender in connection copy of the Assignment and Assumption to the Borrower, along with such Lender’s own financing or securitization transactions)the address for notices for the assignee thereunder. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, 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 a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.15, and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of the Lenders this Section, any Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans and LC Disbursements at the time owing to it) to one or more NAIC Approved Banks (or to any other Person whose obligations in respect of Letters of Credit shall be confirmed by a NAIC Approved Bank) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Company, provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under clause (a), (b), (f) or (g) of Article VIII has occurred and is continuing, any other assignee; providedand provided further that the Company shall be deemed to have consented to any such assignment unless the Company shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received a written request for such consent; (B) the Administrative Agent, howeverprovided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; and (C) the Issuing Lender with respect to Participated Letters of Credit. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender 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 Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clause (a), (b), (f) or (g) of Article VIII has occurred and is continuing; (B) 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; (C) the parties to Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, an Affiliate together with a processing and recordation fee of Borrower$3,500; and (D) the assignee, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction if it shall not apply be a Lender, shall deliver an Administrative Questionnaire to the Administrative Agent (Awith a copy to the Company). (iii) an 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, 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 acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (b)(v) 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 hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and subject to the limitations of Section 5 Sections 2.17, 2.18, 2.19 and Section 12.0310.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) 10.04 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 12.05(e)paragraph (c) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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 Swingline Loans) at the time owing to it); 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 itit or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are 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 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 (A) in the case of a Revolving Commitment and/or Revolving Loans, $5,000,000 and (B) in the case of the Tranche B Term Loan, $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of the Swingline Loans; (Aiii) an any assignment of a Revolving Commitment must be approved by the Administrative Agent, the Swingline Lender and each 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 the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in connection with (x) assignments by such Lender due the amount, if any, required as set forth in Schedule 11.06, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, 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)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to subsection (c) of this Section 12.05(c)11.06, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0311.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: (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 or in the case of an assignment to a Lender or an Affiliate of a 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 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 $2,000,000 in the case of any assignment, unless the Administrative Agent consents (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 assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned. (iii) No consent shall be required for any assignment except to the extent required by subsection (b(i)) of this Section and, in addition, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender. (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 of $3,500 payable to the Administrative Agent; 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. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) No such assignment shall be made (a) to any Credit Party or any Affiliate (except pursuant to Section 11.06(g)) or Subsidiary of any Credit Party, (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), (c) to a natural person, or (d) to any Person if, after giving effect to such assignment, such Person, together with any of its Affiliates or Approved Funds that are (or would become pursuant to such assignment or any concurrent assignments) Lenders, holds Loans and Commitments in an aggregate principal amount in excess of 25% of the aggregate principal amount of Loans and Commitments then outstanding, unless the Required Lenders (determined without regard to the existence or holdings of the proposed assignor Lender or any Lenders that are Affiliates or Approved Funds of such proposed assignor Lender or of such assignee Person) shall have given their prior written consent to such assignment. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of assignment that it is an Eligible Assignee. The Administrative Agent and each Lender may conclusively rely (without any duty to inquiry or further diligence) on a representation made by another Person that such Person is an Eligible Assignee for the purposes of establishing that such Person is an Eligible Assignee for all purposes of this Agreement. (vi) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be made effective unless and until, in addition to Borrowerthe other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Affiliate aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of Borrowerparticipations or subparticipations, or any employees or directors other compensating actions, including funding, with the consent of Borrower or any other Person that is the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not an Eligible Transferee (funded by the Defaulting Lender, to each of which restriction shall not apply the applicable assignee and assignor hereby irrevocably consent), to (A) an assignment by a Lender in connection with (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of Administrative Agent or any regulatory agency; or Lender hereunder (and interest accrued thereon) and (y) upon acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 and obligations of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section. Notwithstanding the foregoing, with the consent of the Administrative Agent, but without the consent of any Borrower, any Lender may assign to Standard General and/or its Affiliates 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.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the its Revolving Commitment and the Loans at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving 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 Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000 unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Revolving Commitment assigned; (iii) any assignment of a Revolving Commitment must be approved by the Agent (such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of Borrower, a Lender or any employees an Approved Fund (whether or directors of Borrower or any other Person that is not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction iv) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not apply be a Lender, shall deliver to (A) the Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.13, 2.14, 2.16, 9.1 and Section 12.039.2 with respect to facts and circumstances occurring prior to the effective date of such assignment and shall continue to retain the obligations with respect thereto as well). Upon request, the Borrower (at its expense) shall execute and deliver applicable Note(s) to the assignee Lender, and the assignor Lender shall surrender and cancel any Notes, if requested. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that: (i) except if an Event of Default has occurred and is continuing or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, that if the applicable Commitment is not then in effect, the Equivalent Amount in Canadian Dollars of the Outstanding Principal 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 Assignment and Assumption, as of the Trade Date) shall not be less than Cdn.$10,000,000 (and in each case increments of Cdn.$10,000,000 in excess thereof) (or, if less, all of such Lender’s remaining Loans and applicable Commitments under the applicable Credit Facility) and the minimum amount of any Commitment retained, if any, by the assigning Lender shall be not less than Cdn.$10,000,000 unless each of the Agent (and in the case of the assignment of any part of the Working Capital Facility Commitment, the Fronting Lenders) and, so long as no Event of Default has occurred and is continuing, the Principal Borrower otherwise consents to a lower amount (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 Borrowerthe Outstanding Principal or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; provided that an assignment by any Lender of an interest in either the Construction Facility or the Contingent Facility, as the case may be, must assign a corresponding and proportionate interest in either the Construction Facility or Contingent Facility, as applicable. to the extent it has an interest in such other Credit Facility, to the same assignee; (Aiii) any assignment must be approved by the Agent and (in the case of an assignment by a Lender of Working Capital Facility Loans or Working Capital Facility Commitment) each Fronting Lender (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender (other than a Defaulting Lender) acting through a branch in Canada, or (B) the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender, and such Lender has agreed not to be released from its obligations under this Agreement; (iv) any assignment must be approved by the Principal Borrower (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender (other than a Defaulting Lender) acting through a branch in Canada, (B) the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender, and such Lender has agreed not to be released from its obligations under this Agreement and such assignment will not increase the amounts payable by the Borrowers in connection with any withholding Taxes, or (xC) assignments an Event of Default has occurred and is continuing; and (v) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500.00 (unless waived by such Lender due the Agent) and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, 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)Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c16.2(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this AgreementAgreement and the other Loan Documents, and correspondingly including any collateral security, and, unless the assigning Lender has agreed otherwise, 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 a 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 Section 5 Article 13 and Section 12.0314.1, 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 and Assumption. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) 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 Section 12.05(e16.2(d). Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by a Borrower or a new Loan to a Borrower.

Assignments by Lenders. Any of the Lenders Each Lender may at any time assign to one or more Eligible Transferees (orAssignees all or any portion of such Lender’s interests, if an Event of Default has occurred rights and is continuingobligations set forth in this Agreement or the other Credit Documents, to any Person) including all or a portion of their its Commitments and the Loans (including for purposes hereof, its participations in LC Obligations) provided that (a) an administrative fee in the 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 of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement (including all or a portion of the Commitment and with respect to the Loans at and Commitments assigned, (d) the time owing parties to it); provided, however, that no each such assignment shall execute and deliver an Assignment And Assumption to the Agent (with copies to be made sent contemporaneously to Borrowereach Lender), an Affiliate for its acceptance, and (e) such Assignment And Assumption does not require the filing of Borrower, 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 employees blue sky laws or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request laws of any regulatory agency; or (y) upon the occurrence of a defaultstate. Upon such execution, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactionsdelivery, 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)acceptance and recording, from and after the effective date specified in each Assignment and And Assumption, which effective date is at least five (5) Business Days after the assignee execution thereof, (a) the Eligible Assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by provided in such Assignment and And Assumption, have the rights rights, duties, and obligations of the Lenders under this Agreementa Lender hereunder, and correspondingly (b) the assigning Lender thereunder shall, to the extent of the interest assigned by provided in such Assignment and And Assumption, be released from its duties and obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to all indemnification and reimbursement rights provided to the benefits Lenders by the Borrower pursuant to any of Section 5 the Credit Documents with respect to facts, events, and Section 12.03circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the 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 this Agreement the Credit Documents that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)10.11 of this Agreement. Any consent of the Borrower that is required for a proposed assignee to be eligible to be an Eligible Assignee shall be deemed to have been given by the Borrower unless the Borrower objects to such proposed assignee by written notice to the Agent within five (5) Business Days after having received notice of the proposed assignment to such assignee.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agents 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 Revolving Loans and/or Revolving Commitments, or $1,000,000, in the case of any assignment in respect of Term Loans, unless each of the Administrative Agents and, so long as no Default has occurred and is continuing, Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan 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 tranches on a non-pro rata basis; (iii) the parties to each assignment shall execute and deliver to the Administrative Agents 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 Agents an Administrative Questionnaire; provided, that for concurrent assignments to two or more Approved Funds such Lender’s own financing or securitization transactions, or (B) a pledge assignment fee shall only be required to be paid once in respect of assets by a Lender in connection with and at the time of such Lender’s own financing or securitization transactions). assignments; and Subject to the acceptance and recording thereof by the Lenders Administrative Agents pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans Accommodations outstanding at the time owing to it); providedprovided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Accommodations outstanding at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations outstanding thereunder) or, that if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations outstanding 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 Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000, unless each of the Agent and, so long as no such Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount; (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 Borrowerthe Accommodations outstanding or the Commitment assigned, an Affiliate except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of Borrower, its rights and obligations among separate credits on a non-pro rata basis; (iii) any assignment must be approved by the Documentary Credit Lender (such approval not to be unreasonably withheld or any employees or directors of Borrower or any other delayed) unless the Person that is the proposed assignee is itself already a Lender; (iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Moodys, S&P and DBRS, respectively; (v) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or if an Event of Default has occurred and is continuing; and no assignment will be made to a Foreign Lender unless an Event of Default has occurred and is continuing; and (vi) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of Cdn $3,500 and the Eligible Transferee (which restriction Assignee, if it shall not apply be a Lender, shall deliver to (A) the Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(cclause (iv) of this paragraph (b), from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and correspondingly 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 a 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 Section 5 ARTICLE 13 and Section 12.03ARTICLE 19, 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 payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)new Accommodations to the Borrower.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Revolving Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Revolving Commitment and Loans by the Arrangers or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving 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 $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed) (provided that no such all amounts assigned shall be aggregated in calculating the $5.0 million minimum in the event of simultaneous assignments to or from two or more Lender Affiliates); (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 Borrowerthe Loan or the Revolving 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 tranches on a non-pro rata basis; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together, if the assignment is not to a Lender, an Affiliate of Borrowera Lender or an Approved Fund, or any employees or directors with a processing and recordation fee of Borrower or any other Person that is not an $3,500, and the Eligible Transferee (which restriction Assignee, if it shall not apply be a Lender, shall deliver to (A) an assignment the Administrative Agent such information regarding the Eligible Assignee as may be requested 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, 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)Administrative Agent. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.11, 2.12, 2.14 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one (1) or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Credit 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 Swingline Loans) at the time owing to it); 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 (A) in the case of Revolving Commitments, Delayed Draw Term A Commitments, and Revolving Loans, $5.0 million, and (B) in the case each of the Term Loans, $500,000, unless, in each case, each of the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have 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); provided, however, it being understood that no assignments to a Lender or an Affiliate of a Lender or an Approved Fund shall not be subject to such minimum amounts; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Dollar Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Dollar Revolving Loans and the Dollar Revolving Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swingline Loans; (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Limited Currency Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Limited Currency Revolving Loans and the Limited Currency Revolving Commitment assigned; (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Multicurrency Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Multicurrency Revolving Loans and the Multicurrency Revolving Commitment assigned; (v) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Term Loan Lender’s rights and obligations under this Credit Agreement with respect to the Term Loans or Term Loan Commitment assigned; (vi) any assignment of (A) a Dollar Revolving Commitment and Dollar Revolving Loans must be approved by the Administrative Agent, each Dollar L/C Issuer and the Swingline Lender and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have 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); provided that the Parent Borrower’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of Borrower, a Revolving Lender or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agencyApproved Fund; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge Limited Currency Revolving Commitment and Limited Currency Revolving Loans must be approved by the Administrative Agent and each Multicurrency L/C Issuer and, so long as no Event of assets Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have 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); provided that the Parent Borrower’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund; (C) a Multicurrency Revolving Commitment and Multicurrency Revolving Loans must be approved by the Administrative Agent and the Alternative Currency Fronting Lender(s) and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have 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); provided that the Parent Borrower’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund; (D) the Term Loans other than Delayed Draw Term A Loans must be approved by the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have 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); provided that no approval shall be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; (E) the Delayed Draw Term A Loans and Delayed Draw Term A Commitments must be approved by the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have 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); provided that no approval shall be required if the proposed assignee is a Delayed Draw Term A Lender, Revolving Lender, an Affiliate of a Delayed Draw Term A Lender or Revolving Lender or an Approved Fund; and (F) a 2020-1 Incremental Revolving Commitment and 2020-1 Incremental Revolving Loans must be approved by the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Parent Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Parent Borrower shall be deemed to have 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); provided that the Parent Borrower’s approval shall not be required if the proposed assignee is a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund; (vii) 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 connection with such the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall (A) deliver to the Administrative Agent an Administrative Questionnaire and (B) deliver to the applicable Borrower and the Applicable Agent the forms required to be delivered pursuant to Section 3.01(e);and (viii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning 2020-1 Incremental Revolving Lender’s own financing or securitization transactions)rights and obligations under this Credit Agreement with respect to the 2020-1 Incremental Revolving Loans and the 2020-1 Incremental Revolving Commitments assigned. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to subsection (c) of this Section 12.05(c)11.06, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Credit Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0311.04 (subject to the requirements and limitations of such Sections) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable 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 Credit Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 12.05(e)11.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans (including for purposes of this subsection (b), any Participation Interests in the Letters of Credit and Swing Line Loans) at the time owing to it); provided, however, that: (i) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans of the applicable Class, as the case may be, owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (A) the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the Revolving Commitments are not then in effect, the principal outstanding balance of the Revolving 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 no Event of Default has occurred and is continuing, the applicable Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) and (B) the aggregate amount of any Term Loans of an assigning Lender subject to each such assignments, 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, so long as no Event of Default has occurred and is continuing, the applicable 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 assigning Lenders’ 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) 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 $3,500; 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; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) no such assignment shall be made to Borrower, an Affiliate any Defaulting Lender or any of Borrowerits Subsidiaries, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (iv); and (v) 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 applicable 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), to (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of Administrative Agent, the L/C Issuer or any regulatory agency; or Lender hereunder (and interest accrued thereon) and (y) upon 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 occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection 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 subsection (d) of this Section 12.05(e)10.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans Advances at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable Commitment and the Advances under such Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances 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 Applicable Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $3,000,000 in the case of any assignment in respect the Revolving Facilities, unless the Applicable Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 this Agreement with respect to Borrowerthe applicable Class of Advances or the applicable Commitment assigned, an Affiliate except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of Borrower, or its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any employees or directors assignment of Borrower or any other a Revolving Commitment must be approved by the Applicable Administrative Agent and the Applicable Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Revolving Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); (which restriction iv) the parties to each assignment shall execute and deliver to the Applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,000 (it being understood that only one such processing fee is payable for the series of concurrent assignments to members of an Assignee Group or the series of concurrent assignments from members of an Assignee Group to a single Eligible Assignee or to an Eligible Assignee and members of its Assignee Group) and the Eligible Assignee, if it shall not apply be a Lender, shall deliver to the Applicable Administrative Agent an Administrative Questionnaire; and (Av) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request copies of any regulatory agency; or (y) upon Assignment and Assumption received by the occurrence of a default, event of default or similar occurrence with respect Canadian Administrative Agent shall be promptly forwarded 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)the US Administrative Agent. Subject to the acceptance and recording thereof by the Lenders Applicable Administrative Agent pursuant to Section 12.05(c)paragraph (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15(b), 9.1(a), 9.1(b), 9.1(c), and Section 12.039.1(d) 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 12.05(b) 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 Section 12.05(e)paragraph (c) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Revolving Credit Loans (including for purposes of this §15.1.2, participations in Letters of Credit and in Swing Line Loans) at the time owing to it); provided that (a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Revolving Credit Loans, as the case may be, at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Revolving Credit 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 no Event of Default has occurred and is continuing, the Borrowers otherwise consent (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; (b) each partial assignment of Commitments and Revolving Credit Loans 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 Revolving Credit Loans, participations in Swing Line Loans and Letters of Credit or the Commitment assigned, except that this clause (b) shall not apply to rights in respect of Swing Line Loans of the Swing Line Lender; (c) any assignment of a Commitment must be approved by the Administrative Agent, the 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); (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 in the amount of $3,500.00 (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 Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (e) so long as no Event of Default has occurred and is continuing, no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other a Person that who is not an Eligible Transferee Assignee without the consent of CAI (such consent not to be unreasonably withheld; provided that the withholding of consent to an assignment (i) to a Disqualified Institution or (ii) which restriction results in additional costs pursuant to §§5.6, 5.7 and 5.10 shall not apply to be deemed reasonable); (f) no such assignment shall be made (A) an assignment by to the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries, (B) to any Delinquent 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 (g) in connection with (x) assignments by such Lender due to a forced divestiture at the request any assignment of any regulatory agency; or (y) upon the occurrence of a default, 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 any Delinquent Lender hereunder, no such assignment shall be effective unless and until, in addition to the Lenders under this Agreementother 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 Borrowers and correspondingly the assigning Lender shallAdministrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Delinquent Lender, to each of which the extent of the interest assigned by such Assignment applicable assignee and Assumptionassignor hereby irrevocably consent), be released from its obligations to (x) pay and satisfy in full all payment liabilities under this Agreement then owed by such Delinquent Lender to the Administrative Agent, the L/C Issuer, any Lender hereunder or the Borrowers (andand 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 Commitment Percentage. Notwithstanding the foregoing, in the case event that any assignment of an Assignment and Assumption covering all of a Lender’s rights and obligations of any Delinquent Lender hereunder shall become effective under applicable Law without compliance with the provisions of this Agreementparagraph, then the assignee of such Lender interest shall cease be deemed 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 Delinquent Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for all purposes of this Agreement as a sale by until such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)compliance occurs.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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 Letter of Credit Usage and in Swing Line Loans) at the time owing to it); provided that: (i) except 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 itit (in each case with respect to any Facility) or in the case of an assignment to a Lender or an Affiliate of a 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 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 the Assignment and Assumption, as of the Trade Date, shall not be less than the Minimum Amount with respect to such Facility unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Revolving Credit (USD) Commitment or Revolving Credit (MC) Commitment must be approved by Administrative Agent (which approval will not be unreasonably withheld) and, in the case of the Revolving Credit (USD) Commitment, the Issuing Lender and the Swing Line Lender unless the Person that is the proposed assignee is itself 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, event of default or similar occurrence with respect to the applicable Facility (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 of $3,500; 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. The assignee, if it shall not be a 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)shall deliver to Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.1 through 3.3, 3.6 and Section 12.0310.4 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, Borrower (at its expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans Advances at the time owing to it); providedprovided that (in each case with respect to any Facility), howeverany such assignment will be subject to the following conditions: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable Commitment and the Advances under such Commitment at the time owing to it (in each case with respect to any Facility) or in the case of an assignment to a Lender or an Affiliate of a Lender, that the aggregate amount of the applicable Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances 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 Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $5,000,000 unless Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (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 Borrowerthe applicable Class of Advances or the applicable Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent, an Affiliate of BorrowerIssuing Lender and Swingline Lender (such approval not to be unreasonably withheld or delayed), or any employees or directors of Borrower or any other unless the Person that is the proposed assignee is itself a Lender with a Commitment under the applicable Facility (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); (which restriction iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that 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 apply be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (Av) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request copies of any regulatory agencyAssignment and Acceptance received by Administrative Agent shall be promptly forwarded to Administrative Agent; or (y) upon the occurrence of a default, 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 acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a 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 Section 5 2.12, 2.13, 2.15, 9.1 with respect to facts and Section 12.03circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) 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 Section 12.05(e)subsection (c) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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) 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (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 Borrower, an Affiliate the Loans or the Commitment assigned; (iii) any assignment of Borrower, a Commitment must be approved by the Administrative Agent and the L/C Issuers (such consent not to be unreasonably withheld or any employees or directors of Borrower or any other 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 Transferee Assignee); and (which restriction 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 (except in the case of assignments to Affiliates), and the Eligible Assignee, if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s '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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Section 12.05(b) subsection shall be treated for purposes of this 100 Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans Advances at the time owing to it); providedprovided that (in each case with respect to any Facility), howeverany such assignment will be subject to the following conditions: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's applicable Commitment and the Advances under such Commitment at the time owing to it (in each case with respect to any Facility) or in the case of an assignment to a Lender or an Affiliate of a Lender, that the aggregate amount of the applicable Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances 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 Administrative Agent or, if "Trade Date" is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $5,000,000 unless Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (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 Borrowerthe applicable Class of Advances or the applicable Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent, an Affiliate of BorrowerIssuing Lender and Swingline Lender (such approval not to be unreasonably withheld or delayed), or any employees or directors of Borrower or any other unless the Person that is the proposed assignee is itself a Lender with a Commitment under the applicable Facility (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); (which restriction iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that 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 apply be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (Av) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request copies of any regulatory agencyAssignment and Acceptance received by Administrative Agent shall be promptly forwarded to Administrative Agent; or (y) upon the occurrence of a default, 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 acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s '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 Section 5 2.11, 2.13, 2.15, 9.1 with respect to facts and Section 12.03circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender's having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) 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 Section 12.05(e)subsection (c) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Revolving Commitment and the Revolving Loans at the time owing to it); it (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Revolving Loan and any related Revolving Commitments)); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Loans or Revolving Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving 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 no Event of Default has occurred and is continuing under Section 8.01(a), (f) or (g), the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented unless it shall object thereto by written notice to the Administrative Agent within ten (10) 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 rights and obligations under this Agreement with respect to Borrower, the Revolving Loans or the Revolving Commitments assigned under the Facility; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent 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 Assignment and Assumption; such Assignment and Assumption to be (A) electronically executed and delivered to the Administrative Agent via an assignment electronic settlement system then acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by a Lender the Administrative Agent in its sole discretion; provided that, no processing and recordation fee shall be payable in connection with (x) an assignments by such Lender due or to the Arranger or its Affiliates; and (iv) if the Eligible Assignee shall not be a forced divestiture Lender, (A) the relevant assignor, at the request time that it notifies the Administrative Agent of any regulatory agency; such proposed assignment, shall deliver to the Administrative Agent a duly executed Form W-9 or appropriate duly executed Form W-8 (y) upon with appropriate attachments), as applicable, of the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or proposed Eligible Assignee and (B) a pledge of assets such Eligible Assignee shall deliver to the Administrative Agent an administrative questionnaire, in the form prescribed by a Lender in connection with such Lender’s own financing or securitization transactions)the Administrative Agent. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c10.07(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, (provided that, with respect to circumstances in effect on the effective date of such Assignment and correspondingly Assumption, an Eligible Assignee shall not be entitled to receive any greater payment under Section 3.01 than the applicable Lender would have been entitled to receive had the assignment not taken place) and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations (excluding any indemnity or confidentiality obligations or obligations under Section 3.01) under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.03, 3.04, 10.04 and Section 12.0310.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at their expense) shall execute and deliver a Revolving Loan 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 Section 12.05(b) subsection 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 12.05(e10.07(d).

Assignments by Lenders. (i) Any of the Lenders Lender may at any time assign to one (1) or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including with respect to all or a portion of the Commitment its Revolving Credit Commitment(s) and the Loans at the time owing to it. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit 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 such Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of the Revolving Facility, or less than $1.0 million, in the case of any assignment in respect of the Term Facility (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two (2) or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two (2) or more lenders that are Affiliates) unless each of the Administrative Agent and the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (B) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such Lender’s own financing the Facility or securitization transactionsthe Revolving Credit Commitment assigned, or except that this clause (B) shall not prohibit any Lender from assigning all or a pledge portion of assets its rights and obligations among separate Facilities on a non-pro rata basis; (C) 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 (unless otherwise waived or reduced by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a Lender Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (D) the Eligible Assignee provides the Borrower and the Administrative Agent the forms required by Section 10.1(b) prior to the assignment and shall not be entitled to any additional amounts or indemnification of Taxes under Section 10.1 in connection with such Lender’s own financing or securitization transactions)excess of the amounts that would be paid to its assignor. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this AgreementAgreement and an Ancillary Lender under any Ancillary Facility Document, and correspondingly 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 a 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 Section 5 Sections 8.4, 10.1(a) and Section 12.0310.13 and subject to any obligations hereunder 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 12.05(bclause (b) shall be treated void ab initio. All parties hereto consent that assignments to the Borrower permitted by the terms hereof shall not be construed as violating pro rata, optional redemption or any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by the Borrower of any Loans and/or Revolving Credit Commitments the same shall be deemed cancelled and no longer outstanding for any purpose under this Agreement, including without limitation, Section 10.11, and in no event shall the Borrower have any rights of a Lender under this Agreement or any other Loan Document. (iii) Notwithstanding any other provision of this Agreement or the Incremental Amendment No. 3 to the contrary if a 2017 Incremental Term Lender (an “Original Lender”) assigns any portion of its 2017 Incremental Term Loan Commitments and any related 2017 Incremental Term Loans at the time owing to it to one or more Eligible Assignees (other than any assignment to an additional joint lead arranger, joint bookrunner, syndication agent, documentation agent or similar agent or arranger that is appointed in connection with the 2017 Incremental Facilities) (each a “New Lender”) on or prior to the date falling on the last day of the Certain Funds Period (the “Pre-Closing Assigned Commitments”) and the New Lender defaults (the “Defaulting Assignee”) in its obligation to provide its pro rata share of a Credit Extension in respect of any 2017 Incremental Term Loan Commitment to be made during the Certain Funds Period, then the Original Lender which has made the assignment agrees to provide the amount that the Defaulting Assignee was obliged to provide up to the amount of the Pre-Closing Assigned Commitments and such Original Lender shall automatically re-acquire in full, by way of assignment, the Pre-Closing Assigned Commitments of such Defaulting Assignee. If an Original Lender is required to provide an amount which a Defaulting Assignee has failed to provide pursuant to this paragraph (a “Funding Original Lender” and “Default Amount” respectively) then (A) each other Original Lender shall promptly pay to the Funding Original Lender an amount equal to its pro rata share of the Default Amount (determined by reference to the Original Lenders’ respective original aggregate 2017 Incremental Term Loan Commitments) and (B) the Original Lenders shall effect assignments of 2017 Incremental Term Loan Commitments as between themselves to ensure that each Original Lender holds a portion of the Pre-Closing Assigned Commitments which is equal to its pro rata share of the Default Amount (determined as set out above). For the avoidance of doubt, no provision of this paragraph shall require an Original Lender to fund more than its original 2017 Incremental Term Loan Commitments as at the date of this Agreement. For the avoidance of doubt, the assignments of 2017 Incremental Term Loan Commitments made to any Arranger or Co-Documentation Agent (or any lending affiliate of any Arranger or Co-Documentation Agent) shall not constitute Pre-Closing Assigned Commitments, and such assignees shall not constitute New Lenders, in each case, for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e10.10(b)(iii).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans Accommodations Outstanding at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations Outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations Outstanding 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 Cdn. $5,000,000 and increments of $1,000,000 thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents to a lower amount (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 Accommodations Outstanding or the Commitment assigned; (iii) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless an Event of Default has occurred and is continuing; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent and the Borrower an Assignment and Assumption, together with a processing and recordation fee in the following sentence and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Each assignment shall be made upon payment by the assignor to the Administrative Agent of a processing fee of Cdn. $3,500 (provided, howeverin each case, that no such assignment fee shall be made payable in respect of any assignment (i) to Borrowerany Affiliate of such Lender; or (ii) by the Administrative Agent or any of its Affiliates), provided that, in the case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor or an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee such investment advisor (which restriction funds are not then Lenders hereunder), only a single such fee shall not apply to (A) an assignment by a Lender in connection with (x) assignments by be payable for all such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, 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)contemporaneous assignments. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this AgreementAgreement and the other Credit Documents, including any collateral security, and correspondingly 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 a 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 Section 5 Article 9 and Section 12.03Article 15, 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 12.05(b) 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 Section 12.05(e)paragraph (d) of this Section. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Accommodation to the Borrower.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Term Loans at the time owing to it); provided that (a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term Loans, as the case may be, at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans, outstanding thereunder) or, if the Commitment is not then in effect, the outstanding Principal 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 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 no Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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; provided, however, that if the Borrower shall fail to respond to a request for the Borrower’s consent to a proposed assignment (if the Borrower’s consent thereto is required hereunder) within fifteen (15) Business Days, the Borrower shall be deemed to have consented thereto; (b) each partial assignment of Commitments and Term Loans 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) as an 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, event proportionate part 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 all 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 and Assumption covering all of a Lender’s rights and obligations under this AgreementLoan Agreement with respect to the Term Loans or the Commitment assigned; (c) 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 (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 in the amount of $3,500.00 (provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such Lender processing and recordation fee in the case of any assignment), and the Eligible Assignee, if it shall cease to not be a party hereto) but Lender, shall continue to be entitled deliver to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)Administrative Agent an Administrative Questionnaire.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the 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) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans at the time owing to it)it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or the 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1.0 million with respect to Term Loan Commitments and Term Loans or Revolving Loan Commitments and Revolving Loans unless, in each case, each of the Administrative Agent and, so long as no Event of Default under Section 8.01(b) or (g) has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed; provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to (A) an assignment by rights in respect of Swing Line Loans and shall not prohibit any Lender from assigning all or a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request portion of its rights and obligations among Commitments and Loans of any regulatory agency; or Class, on a non-pro rata basis; (yiii) upon the occurrence any assignment of a defaultRevolving Loan Commitment or a Revolving Loan must be approved by the Administrative Agent, event of default the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Loan Lender (whether or similar occurrence 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 respect 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; and (v) the assigning Lender shall deliver any Notes evidencing such Lender’s own financing Loans to Borrower or securitization transactions, or the Administrative Agent (B) a pledge of assets by a Lender in connection with and the Administrative Agent shall deliver such Lender’s own financing or securitization transactionsNotes to Borrower). Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 Note, Borrower (at its expense) shall execute and deliver the applicable 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 Section 12.05(b) subsection 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 subsection (d) of this Section 12.05(e)10.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arranger or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $2.5 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million (treating multiple, contemporaneous assignments by or to Approved Funds of a single Lender as a single assignment for such purpose), in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, and unless in each case, each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender's rights and obligations under this Agreement with respect to the Loan 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 tranches on a non-pro rata basis; 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 (treating multiple, contemporaneous assignments by or to Approved Funds of a single Lender as a single assignment for such purpose), and the Eligible Assignee, if it shall not be a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s '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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.03. Any assignment or transfer by a Lender 10.03 with respect to facts and circumstances occurring prior to the effective date 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).-124-

Assignments by Lenders. (i) Any of the Lenders Lender may at any time assign to one (1) or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including with respect to all or a portion of the Commitment its Revolving Credit Commitment(s) and the Loans at the time owing to it. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit 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 such Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of the Revolving Facility, or less than $1.0 million, in the case of any assignment in respect of the Term Facility (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two (2) or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two (2) or more lenders that are Affiliates) unless each of the Administrative Agent and the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no such ; (B) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such Lender’s own financing the Facility or securitization transactionsthe Revolving Credit Commitment assigned, or except that this clause (B) shall not prohibit any Lender from assigning all or a pledge portion of assets its rights and obligations among separate Facilities on a non-pro rata basis; (C) 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 (unless otherwise waived or reduced by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a Lender Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (D) the Eligible Assignee provides the Borrower and the Administrative Agent the forms required by Section 10.1(b) prior to the assignment and shall not be entitled to any additional amounts or indemnification of Taxes under Section 10.1 in connection with such Lender’s own financing or securitization transactions)excess of the amounts that would be paid to its assignor. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this AgreementAgreement and an Ancillary Lender under any Ancillary Facility Document, and correspondingly 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 a 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 Section 5 Sections 8.4, 10.1(a) and Section 12.0310.13 and subject to any obligations hereunder 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 12.05(bclause (b) shall be treated void ab initio. All parties hereto consent that assignments to the Borrower permitted by the terms hereof shall not be construed as violating pro rata, optional redemption or any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by the Borrower of any Loans and/or Revolving Credit Commitments the same shall be deemed cancelled and no longer outstanding for purposes any purpose under this Agreement, including without limitation, Section 10.11, and in no event shall the Borrower have any rights of a Lender under this Agreement or any other Loan Document. (iii) Notwithstanding any other provision of this Agreement as or the Incremental Amendment No. 3 to the contrary if a sale by such 2017 Incremental Term Lender (an “Original Lender”) assigns any portion of its 2017 Incremental Term Loan Commitments and any related 2017 Incremental Term Loans at the time owing to it to one or more Eligible Assignees (other than any assignment to an additional joint lead arranger, joint bookrunner, syndication agent, documentation agent or similar agent or arranger that is appointed in connection with the 2017 Incremental Facilities) (each a “New Lender”) on or prior to the date falling on the last day of the Certain Funds Period (the “Pre-Closing Assigned Commitments”) and the New Lender defaults (the “Defaulting Assignee”) in its obligation to provide its pro rata share of a participation Credit Extension in respect of any 2017 Incremental Term Loan Commitment to be made during the Certain Funds Period, then the Original Lender which has made the assignment agrees to provide the amount that the Defaulting Assignee was obliged to provide up to the amount of the Pre-Closing Assigned Commitments and such rights Original Lender shall automatically re-acquire in full, by way of assignment, the Pre-Closing Assigned Commitments of such Defaulting Assignee. If an Original Lender is required to provide an amount which a Defaulting Assignee has failed to provide pursuant to this paragraph (a “Funding Original Lender” and obligations in accordance with Section 12.05(e“Default Amount” respectively) then (A) each other Original Lender shall promptly pay to the Funding Original Lender an amount equal to its pro rata share of the Default Amount (determined by reference to the Original Lenders’ respective original aggregate 2017 Incremental Term Loan Commitments) and (B) the Original Lenders shall effect assignments of 2017 Incremental Term Loan Commitments as between themselves to ensure that each Original Lender holds a portion of the Pre-Closing Assigned Commitments which is equal to its pro rata share of the Default Amount (determined as set out above). For the avoidance of doubt, no provision of this paragraph shall require an Original Lender to fund more than its original 2017 Incremental Term Loan Commitments as at the date of this Agreement.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the 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, however, that no such provided that (i) except in the case of an assignment shall be made of (A) the entire remaining amount of the assigning Lender’s Revolving Commitment and the Revolving Loans at the time owing to Borrower, it or (B) an assignment to a Lender or an Affiliate of Borrowera Lender or an Approved Fund with respect to a Lender, or any employees or directors the aggregate amount of Borrower or any other Person that is not an Eligible Transferee the Revolving Commitment (which restriction shall for this purpose includes Loans outstanding thereunder) or, if the Revolving Commitments are not apply then in effect, the outstanding principal balance of the Revolving Loans of the assigning Lender subject to (A) an assignment by a Lender in connection with (x) assignments by each such Lender due to a forced divestiture at assignment, determined as of the request of any regulatory agency; or (y) upon date the occurrence of a default, event of default or similar occurrence Assignment and Assumption with respect to such Lender’s own financing 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 $2,500,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or securitization transactions, delayed); (ii) except in the case of an assignment of (A) the entire remaining amount of the portion of the Term Loan at the time owing to the assigning Lender or (Bii) a pledge of assets by an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the outstanding principal balance of the portion of the Term 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 connection the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the Swing Line Lender and the L/C Issuer and any assignment of a Term Loan must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed), unless, in each case, 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 such a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender’s own financing or securitization transactions), shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0311.04 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their 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 any such assignment shall be subject to the following conditions: 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 itit or in the case of an assignment to a Lender or an Affiliate of a 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 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 $500,000 in the case of any assignment, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative 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 assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned. iii. No consent shall be required for any assignment except to the extent required by subsection (b)(i) and (b)(v)of this Section and, in addition: (A) the consent of the Borrower Representative (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in 147 respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of the L/C Issuer shall be required for any assignment in respect of a Revolving Credit Commitment. 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 of $3,500 payable to the Administrative Agent; 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. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. v. Except as agreed by the Administrative Agent and the Required Lenders (a) prior to an Event of Default, no such assignment shall be made (I) to any Credit Party or any Affiliate or Subsidiary of any Credit Party, (II) 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 (II) or (III) to a natural person and (b) subject to Section 10.06(b)(vi), prior to a Specified Event of Default no such assignment shall be made to Borrowerany Prohibited Assignee. In addition, an Affiliate the consent of Borrower, or the Borrower Representative shall be required with respect to any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due prior to a forced divestiture at an Event of Default, with respect to an assignment to the request of any regulatory agency; or Persons described in clauses (a)(II), (a)(III), and (y) upon the occurrence prior to a Specified Event of a defaultDefault, event of default or similar occurrence with respect to an assignment to the Persons described in clause (b). For the avoidance of doubt, the consent of the Borrower Representative shall not be required following an Event of Default in the case of an assignment described in clause (x) of the preceding sentence or following a Specified Event of Default in the case of an assignment described in clause (y) of the preceding sentence. vi. Prior to any assignment to a Prohibited Assignee following a Specified Event of Default pursuant to Section 10.06(b)(v)(b), (x) the Borrowers shall have five (5) Business Days following notice to Borrowers of any proposed assignment to a Prohibited Assignee to repay all Obligations together with all accrued and unpaid interest and fees thereon (including, for the avoidance of doubt, any early termination fee due thereupon) and (y) the Sponsors shall have five (5) Business Days following notice to Borrowers of any proposed assignment to a Prohibited Assignee to purchase from the Lenders in immediately available funds the full amount (at par) of all Obligations together with all accrued and unpaid interest and fees thereon (including, for the avoidance of doubt, any early termination fee due thereupon), all in amounts as specified by the Administrative Agent and determined in good faith and subject to documentation reasonably acceptable to the Administrative Agent and without recourse or warranty. 148 vii. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such Lender’s own financing 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 securitization transactionssubparticipations, or other compensating actions, including funding, with the consent of the Borrowers 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 (Bx) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer 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 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 pledge Defaulting Lender for all purposes of assets by a Lender in connection with this Agreement until such Lender’s own financing or securitization transactions)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 and obligations of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Upon request, the Borrowers (at their 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 Section 12.05(b) subsection 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 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans of any Class, tranche or Series at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans of such Class, howevertranche or Series at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment and/or Loans of such Class, tranche or Series 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 (or the equivalent thereof in Euros, as applicable) in the case of any assignment in respect of a revolving facility, or $1,000,000 (or the equivalent thereof in Euros, as applicable), in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, and except in the case of a Related Lender Assignment, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that no such amounts shall be aggregated in respect of a Lender and its Affiliates or Approved Funds, if any; (ii) each partial assignment shall be made as an assignment (including without limitation a Related Lender Assignment) of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loan and/or the Commitment of the respective Class, tranche or Series assigned; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class, tranche or Series of Loans and/or Commitment; (iii) any assignment of a Revolving Commitment (including without limitation a Related Lender Assignment) must be approved by the Administrative Agent and the Issuing Banks; and (iv) except as provided below with respect to Related Lender Assignments, the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Affiliate Assignment and Assumption, together with a processing and recordation fee of Borrower$3,500 (with only one such fee payable in connection with simultaneous assignments to or by two or more Approved Funds) and (y) such forms, certificates or any employees or directors other evidence, if any, with respect to United States federal income tax withholdings matters as the assignee under such Assignment and Assumption may be required to deliver pursuant to Section 2.21(e), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Notwithstanding anything contained in this Section 10.6 to the contrary, a Lender may effect a Related Lender Assignment without delivering an Assignment and Assumption to the Administrative Agent and without payment of Borrower or any other Person the processing and recordation fee (provided that, subject to Section 10.6(b)(iv), such fee shall be payable if a Related Lender Assignment is disclosed by delivery of a manually executed Assignment and Assumption to the Administrative Agent) and without delivering an Administrative Questionnaire (provided that should an assignee party to a Related Lender Assignment that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender deliver an Assignment and Assumption for recording, such assignee shall also deliver an Administrative Questionnaire and applicable tax forms); provided that the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such assigning Lender until such Assignment and Assumption has been delivered to the Administrative Agent and promptly recorded in connection the Register in accordance with (x) assignments by Section 10.6(c). The failure of such assigning Lender due to a forced divestiture at deliver to the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence Administrative Agent an Assignment and Assumption with respect to such Lender’s own financing Related Lender Assignment shall not affect the legality, validity or securitization transactionsbinding effect of such assignment, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)which shall be effective upon the date specified therein. Subject to the provisions set forth in the following sentence, the Borrower agrees that each assignee party to a Related Lender Assignment shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 to the same extent as if it had consummated such assignment by delivery of an Assignment and Assumption pursuant to paragraph (b)(iv) of this Section 10.6. To the extent permitted by law, each assignee party to a Related Lender Assignment also shall be entitled to the benefits of Section 10.7, provided that as a Lender such assignee shall be subject to Section 10.8. An assignee party to a Related Lender Assignment shall not be entitled to receive any greater payment under Section 2.20 or 2.21 than the applicable assignor Lender would have been entitled to receive with respect to the Loans assigned in such Related Lender Assignment until an Assignment and Assumption has been delivered to the Administrative Agent and recorded in the Register in accordance with paragraph (c) of this Section 10.6. Any assignee party to a Related Lender Assignment shall not be entitled to the benefits of Section 2.21(a) unless such assignee complies with Section 2.21(e). Except in the case of Related Lender Assignments, subject to acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.6, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.20, 2.21, 2.22 and Section 12.0310.5 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 12.05(b) 10.6 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 (d) of this Section 12.05(e10.6. In the case of Related Lender Assignments (and notwithstanding the immediately preceding sentence), the failure of the assigning Lender to deliver an Assignment and Assumption with respect to any such Related Lender Assignment to the Administrative Agent shall not affect the legality, validity or binding effect of such assignment, which shall be effective upon the date specified therein; provided that the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such assigning Lender until an Assignment and Assumption has been delivered to the Administrative Agent and recorded in the Register in accordance with Section 10.6(c) below.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed, except in connection with a proposed assignment to any Person listed on the Disqualified Institutions List or an Affiliate of a Person listed on the Disqualified Institutions List) of: (A) the Borrower, provided that no consent of the Borrower shall be required for (i) an assignment of all or a portion of the Loans to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) other than with respect to any proposed assignment to any Person that is listed on the Disqualified Institutions List, if an Event of Default under Section 8.01(a) or (b) or, solely with respect to the Borrower, Section 8.01(g) or (h) has occurred and is continuing, to any assignee; provided that, other than with respect to any proposed assignment to any Person that is listed on the Disqualified Institutions List, the Borrower shall be deemed to have consented to any such assignment of the Loans unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment of any Revolving Commitment or Revolving Loan to an assignee that is a Lender with a Revolving Commitment or Revolving Loan immediately prior to giving effect to such assignment, an Affiliate of a Lender, or an Approved Fund; and (C) Issuing Bank and Swingline Lender; provided that no consent of Administrative Agent shall be required for an assignment of any Revolving Commitment or Revolving Loan to an assignee that is a Lender with a Revolving Commitment or Revolving Loan immediately prior to giving effect to such assignment, an Affiliate of a Lender, or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of any 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 a Lender or an Affiliate of a 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 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 the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 and shall be in increments of $1,000,000 in excess thereof, unless each of the Borrower and the Administrative Agent otherwise consent; (B) 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; and (C) 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 (unless waived or reduced by the Administrative Agent in its sole discretion); provided. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, however, that no such assignment shall be made effective unless and until, in addition to Borrowerthe other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Affiliate aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of Borrowerparticipations or subparticipations, or any employees or directors other compensating actions, including funding, with the consent of the Borrower or any other Person that is and the Administrative Agent, the applicable Pro Rata Percentage of Loans previously requested but not an Eligible Transferee (funded by the Defaulting Lender, to each of which restriction shall not apply the applicable assignee and assignor hereby irrevocably consent), to (A) an assignment by a Lender in connection with (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of Administrative Agent or any regulatory agency; or Lender hereunder (and interest accrued thereon) and (y) upon acquire (and fund as appropriate) its full Pro Rata Percentage of all Loans in accordance with its Pro Rata Percentage. Notwithstanding the occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c10.04(c), from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 Section 12.05(e10.04(d).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 13.2.1, participations in LC Obligations and in Swingline Loans) at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s (a) Tranche A Revolver Commitment and Tranche A Revolver Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Tranche A Revolver Commitment (which for this purpose includes Tranche A Revolver Loans outstanding thereunder) or, if an the Tranche A Revolver Commitment is not then in effect, the principal outstanding balance of the Tranche A Revolver Loans of the assigning Tranche A Lender subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 unless each of10,000,000, unless (1) such assignment is of the entire remaining amount of the assigning Lender’s Tranche A Revolver Commitment and Tranche A Revolver Loans at the time owing to it, or (2) the Agent and, so long as no Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement the Borrower Agent otherwise consents (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no each such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is consent not an Eligible Transferee (which restriction shall not apply to (A) an 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, 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 and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretounreasonably withheld or delayed) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b(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 12.05(e).Tranche A-1

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Credit Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided 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 or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment or, that 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 Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Agent and, so long as no Event of Default has occurred and 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 Credit Agreement with respect to Borrowerthe Loans or the Commitments assigned; (iii) (x) any assignment by the assigning Lender of Initial Loans and/or Initial Loan Commitments held by such assigning Lender must be accompanied by the assignment by such Lender to the same assignee of the same Commitment Percentage of Delayed Draw Loans and/or Delayed Draw Commitments held by such assigning Lender and (y) any assignment by the assigning Lender of Delayed Draw Loans and/or Delayed Draw Loan Commitments held by such assigning Lender must be accompanied by the assignment by such Lender to the same assignee of the same Commitment Percentage of Initial Loans and/or Initial Commitments held by such assigning Lender; (iv) any assignment of a Commitment must be approved by the Agent, an Affiliate of Borrowersuch consent not to be unreasonably withheld or delayed, or any employees or directors of Borrower or any other unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction v) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not apply be a Lender, shall deliver to (A) the Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Credit Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.11 and Section 12.0311.5 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 Credit Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Revolving Credit Loans (including for purposes of this §15.1.2, participations in Letters of Credit and in Swing Line Loans) at the time owing to it); provided that (a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Revolving Credit Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Revolving Credit 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 no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no 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; (b) each partial 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) as an 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, event proportionate part 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 all 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 and Assumption covering all of a Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Revolving Credit Loans, such participations in Swing Line Loans and Letters of Credit or the Commitment assigned, except that this clause (b) shall not apply to rights in respect of Swing Line Loans of the Swing Line Lender; (c) 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); and (d) the parties to each assignment shall cease 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 15.1.2, and the Eligible Assignee, if it shall not be a party hereto) but Lender, shall continue to be entitled deliver to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)Administrative Agent an Administrative Questionnaire.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); 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 or in the case of an assignment to a Lender or an Affiliate of a 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 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 be an integral multiple of $1,000,000, unless, so long as no Event of Default has occurred and is continuing, the Designated Company otherwise consents (each such consent not to be unreasonably withheld or delayed) and, with respect to the Borrower, such consent shall be deemed given if no objection is made by the Borrower within five Business Days after notice of the proposed assignment; provided, however, that no 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 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) as an 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, event proportionate part 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 all 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 and Assumption covering all of a Lender’s rights and obligations under this AgreementAgreement 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 Lender fee shall cease to be imposed in the case of simultaneous assignments by related Approved Funds or Affiliates of the assigning Lender), and the Eligible Assignee, if it shall not be a party hereto) but Lender, shall continue to be entitled deliver to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).Administrative Agent an Administrative Questionnaire 221 1120544.02G-CHISR02A - MSW

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided, however, that no such provided that (i) except in the case of any assignment shall be made in connection with the primary syndication of the Commitment and Loans by the Arranger or an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to Borrower, it or in the case of an assignment to a Lender or an Affiliate of Borrowera Lender or an Approved Fund with respect to a Lender, or any employees or directors the aggregate amount of Borrower or any other Person that the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not an Eligible Transferee then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at determined as of the request of any regulatory agency; or (y) upon date the occurrence of a default, event of default or similar occurrence Assignment and Assumption 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 assignment is delivered to the recording thereof by the Lenders pursuant to Section 12.05(c)Administrative Agent or, from and after the effective date if "Trade Date" is specified in each the Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent as 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, Trade Date) shall not be released from its obligations under this Agreement (andless than $2.5 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an Assignment and Assumption covering all assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled Agreement with respect to the benefits of Section 5 and Section 12.03. Any assignment Loan or transfer by a Lender of rights or obligations under the Commitment assigned, except that this Agreement that does not comply with this Section 12.05(bclause (ii) shall be treated for purposes not prohibit any Lender from assigning all or a portion of this Agreement as a sale by such Lender of a participation in such its rights and obligations in accordance among separate tranches on a non-pro rata basis; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with Section 12.05(ea processing and recordation fee of $3,500 (it being understood that such fee is waived for assignments to a then existing Lender or an Affiliate of a then existing Lender), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arranger or 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 a Lender or an Affiliate of a 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 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 $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans and/or Term Loan Commitments, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consent (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 Loan 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 tranches on a non-pro rata basis; and (A) 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, however, that no such assignment processing and recordation fee shall be made required to Borrower, an Affiliate of Borrower, or be paid in connection with any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request an Approved Fund of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or and (B) the Eligible Assignee, if it shall not be a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions), shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans Accommodations Outstanding at the time owing to it); providedprovided that: (a) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations Outstanding hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations Outstanding 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, in the case of any assignment in respect of the Term Loan Facility, or $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the applicable Borrower otherwise consents to a 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 assigning Lender’s rights and obligations under this Agreement with respect to the Accommodations Outstanding or the Commitment assigned, except that this clause (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (c) any assignment of a Revolving Credit Commitment must be approved by the Documentary Credit Lenders (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Revolving Credit Commitment; (d) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender, an Affiliate of a Lender or an Approved Fund; (e) any assignment must be approved by each applicable Borrower, such approval not to be unreasonably withheld or delayed (provided that the applicable Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof), unless the proposed assignee is itself already a Lender with the same type of Commitment or an Affiliate of a Lender or an Approved Fund or if an Event of Default has occurred and is continuing; and if 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 U.S.$3,500 (other than in the case of multiple contemporaneous assignments by a Lender to affiliate funds or Approved Funds, in which case only one such fee shall be payable), which fee shall not be for the account of the Loan Parties, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (f) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be made effective unless and until, in addition to Borrowerthe other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an Affiliate aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of Borrowerparticipations or subparticipations, or any employees or directors other compensating actions, including funding, with the consent of the applicable Borrower or any other Person that is and the Administrative Agent, the applicable pro rata share of Advances previously requested but not an Eligible Transferee (funded by the Defaulting Lender, to each of which restriction shall not apply the applicable assignee and assignor hereby irrevocably consent), to (A) an assignment by a Lender in connection with (x) assignments pay and satisfy in full all payment liabilities then owed by such Defaulting Lender due to a forced divestiture at the request of Administrative Agent or any regulatory agency; or Lender hereunder (and interest accrued thereon) and (y) upon acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Documentary Credits and Swing Line Advances in accordance with its pro rata share; provided that notwithstanding the occurrence 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 default, event Defaulting Lender for all purposes of default or similar occurrence with respect to this Agreement until 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)compliance occurs. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (3) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this AgreementAgreement and the other Credit Documents, including any collateral security, and correspondingly 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 a 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 Section 5 Article 9 and Section 12.03Article 15, 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 payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by any Borrower or a Lender 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 sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)new Accommodation to any Borrower.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this Credit 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 Swingline Loans) at the time owing to it); 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 or in the case of an assignment to a Lender or an Affiliate of a 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 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 million, in the case of Revolving Commitments, and $1 million, in the case of the Foreign Term Loans, unless each of the Administrative Agent and, in the case of an assignment of Revolving Commitments and Revolving Obligations, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to any Person) all be unreasonably withheld or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to itdelayed); provided, however, that no 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 this Credit Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swingline Loans; (Aiii) an any 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 defaultCommitment must be approved by the Administrative Agent and, event of default or similar occurrence with respect to such any assignment of the Revolving Commitments and Revolving Obligations, the applicable L/C Issuer and the applicable Swingline Lender’s own financing or securitization transactions, or (B) a pledge of assets by 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 connection with such the amount, if any, required as set forth on Schedule 11.06, and the Eligible Assignee, if it shall not be a Lender’s own financing or securitization transactions), shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Credit Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million, in the case of any assignment in respect of Tranche 1 Revolving Loans and/or Tranche 1 Revolving Commitments or Tranche 2 Revolving Loans and/or Tranche 2 Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Incremental Term Loans and/or Incremental Term Loan Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed) (provided that no such all amounts assigned shall be aggregated in calculating the $1.0 million minimum in the event of simultaneous assignments to or from two or more Lender Affiliates); (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 Borrowerthe Loan 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 tranches on a non-pro rata basis; and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together, if the assignment is not to a Lender, an Affiliate of Borrowera Lender or an Approved Fund, or any employees or directors with a processing and recordation fee of Borrower or any other Person that is not an $3,500, and the Eligible Transferee (which restriction Assignee, if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an 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, 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)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the 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) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or the outstanding principal 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1.0 million with respect to Term Loan Commitments and Term Loans, $5.0 million with respect to Revolving Loan Commitments and Revolving Loans unless, in each case, each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed; provided, however, that no 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 this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to (A) an assignment by rights in respect of Swing Line Loans and shall not prohibit any Lender from assigning all or a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request portion of its rights and obligations among Commitments and Loans of any regulatory agency; or Class, on a non-pro rata basis; (yiii) upon the occurrence any assignment of a defaultRevolving Loan Commitment or a Revolving Loan must be approved by the Administrative Agent, event of default the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Loan Lender (whether or similar occurrence 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 respect 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 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)the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 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 the applicable 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 Section 12.05(b) subsection 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 subsection (d) of this Section 12.05(e)10.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or 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 a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that 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 Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1.0 million unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, Parent Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial 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) as an 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, event proportionate part of default or similar occurrence all the assigning Lender’s rights and obligations under this Agreement with respect to such the Loan 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 tranches on a non-pro rata basis; 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 a 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)shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.04, from and after the effective date specified in each Assignment and Assumption, the assignee 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 the Lenders a Lender under this Agreement, and correspondingly 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 a 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 Section 5 Sections 2.12, 2.13, 2.15 and Section 12.0310.03 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 12.05(b) 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 (d) of this Section 12.05(e)10.04.